TCR_Public/130813.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 13, 2013, Vol. 17, No. 223


                            Headlines

ADVANCED COMPUTER: Aug. 20 Hearing on Motion to Dismiss Case
AIRTRONIC USA: Amended Plan Confirmation Hearing Set for Oct. 2
ALL SERVICES: Wins Confirmation of Chapter 11 Plan
ALLISON TRANSMISSION: Fitch Affirms 'BB-' Issuer Default Ratings
AMERICAN AIRLINES: AE Pilots Want More Details About Merger

AMERICAN AIRLINES: Max for Disputed Claims Allowed
AMERICAN AIRLINES: Unsecured Creditors Support Chapter 11 Plan
AMERICAN AIRLINES: Defends $20MM Severance for Chief Executive
AMERICAN INT'L: Nuveen Funds Sue Executives for Securities Fraud
ANACOR PHARMACEUTICALS: Incurs $14.1 Million Net Loss in Q2

ANTIOCH COMPANY: Court Denies Lee Morgan's Summary Judgment Bid
ARCAPITA BANK: Inks Settlement Re: Payment of Linklaters Invoices
ARCAPITA BANK: Can Give Consent to Sale of 3PD Holding to XPO
ARCHDIOCESE OF MILWAUKEE: Judge Orders Release of Cemetery Docs
BERNARD L. MADOFF: Ex-Employees Seek Two-Month Trial Delay

BERNARD L. MADOFF: Trustee Urges 2nd Circ. to Block $410MM Deal
BROADCAST INTERNATIONAL: Extends Maturity of Notes to Oct. 31
CAPMARK FINANCIAL: Reports $46.9MM Income in 6-Mos. Ended June 30
CENGAGE LEARNING: Creditors' Committee Taps Arent Fox as Counsel
CINCINNATI BELL: Moody's Cuts CFR to B2 & Rates $400MM Loan Ba3

CINCINNATI BELL: S&P Assigns 'BB-' Rating to $400MM Term Loan B
COASTAL CONDOS: Has Interim OK to Employ Rogero as Special Counsel
COLLEGE BOOK: Aug. 27 Hearing on Trustee's Case Conversion Motion
CONCHO RESOURCES: Reports $84.7 Million Net Income in Q2
CONNAUGHT GROUP: Resolves WARN Class Action

COOPER-BOOTH: Seeks Extension to File Restructuring Plan
CUMULUS MEDIA: Stock Issue No Impact on Moody's 'B2' CFR
DC DEVELOPMENT: Stay Lifted to Set Off Club Escrow Account
DELPHI CORP: Insurers Score Victory in Coverage Dispute
DETROIT, MI: Manager Hopes for a Clean Balance Sheet in 14 Months

DETROIT, MI: Financial Woes Hurt Borrowing by Its Neighbors
DETROIT, MI: Grand Plans by Presidents Failed in Bankrupt City
DETROIT, MI: Duggan, Napolean to Face Off in Mayoral Election
DETROIT, MI: RDPMA to Fight Precedent-Setting Pension Case
DETROIT, MI: Retiree Associations Continue to Fight for Interests

DEWEY & LEBOEUF: Barclays Hit With Another Suit Over Capital Loans
DEWEY & LEBOEUF: Trustee Sues BofA, Shook Hardy, MetLife
DVORKIN HOLDINGS: Status Hearing Continued to November 18
EASTERN HILLS: Wins Interim Approval to Use Cash Collateral
EASTMAN KODAK: Ricoh Breached IP in Alliance Gone Awry, Judge Says

EASTMAN KODAK: Ohio Objects to Proposed Enviro Deal With NY
EASTMAN KODAK: Inks Deal on Amended Environmental Settlement
ECO BUILDING: Amends December 31 Quarter Form 10-Q
ECOTALITY INC: Mulls Bankruptcy Filing; Hires FTI Consulting
ELBIT VISION: Amends 2012 Annual Report

ENERGY SERVICES: Obtains $3 Million From Units Sale
ENESCO GROUP: Count VI of Ch.7 Trustee's Suit v. Gov't Dismissed
EVERGREEN OIL: Gets OK to Use Cash Collateral Until Sept. 6
EVERGREEN OIL: Timec Co. Balks as Confirmation of 3rd Amended Plan
EVERGREEN OIL: Has Until Oct. 5 to Decide on Unexpired Leases

EVERGREEN OIL: Rochester Wong Approved as Employment Counsel
EXCEL MARITIME: Christiana Trust Named Member of Creditors' Panel
EXCEL MARITIME: Creditors' Panel Wants End of Exclusivity Period
EXCEL MARITIME: Sells 2 Vessels for $43.2MM to Credit Suisse
EXCO RESOURCES: Moody's Rates $300MM Sr. Secured Term Loan 'Ba3'

EXIDE TECHNOLOGIES: Sec. 341 Meeting Continued to Aug. 14
EXIDE TECHNOLOGIES: Lowenstein Sandler Okayed as Committee Counsel
EXIDE TECHNOLOGIES: Panel Can Hire Morris Nichols as Co-Counsel
EXIDE TECHNOLOGIES: Panel Can Hire Zolfo Cooper as Fin'l Advisors
EXPLO SYSTEMS: Explosives Company Files Chapter 11 in Louisiana

FIBERTOWER CORPORATION: Seeks Further Extension of Exclusivity
FIELD FAMILY: Hearing on Disclosure Statement Continued to Aug. 14
FREDDIE MAC: Posts $5 Billion Profit in Q2 Ended June
GB HERNDON: Court Disallows Portion of Polsinelli Fee Request
GGW BRANDS: Bankruptcy Court OKs $28MM Deal With Wynn

GORDIAN MEDICAL: Seeks Court Nod to Obtain $4MM in DIP Financing
HAWAII OUTDOOR: Aug. 26 Hearing on Continued Cash Collateral Use
HIGHWAY TECHNOLOGIES: Aug. 14 Hearing on DIP Loan Extension
HIGHWAY TECHNOLOGIES: Panel May Hire Richards Layton as Counsel
HIGHWAY TECHNOLOGIES: Lenders to Fund Unsecured Creditors Trust

HIGHWAY TECHNOLOGY: Creditors Refute Trustee's Settlement Qualms
ICP STRATEGIC: Bankruptcies to Center in Cayman Islands
INDYMAC BANCORP: Ex-CEO Asks 9th Circ. to Reverse $80MM Ruling
INTRAOP MEDICAL: Court Clears to Auction Its Assets in September
IPC INTERNATIONAL: Plans Strategic Sale in Ch. 11

ISOTONER CORP: S&P Retains 'B' CCR on Plans to Increase Debt
JEH COMPANY: Can Continue Using Frost Bank Cash Until Aug. 1
JEH COMPANY: Has Approval to Hire Griffith Jay as Counsel
JEH COMPANY: Can Employ Waters Vollmering as Tax Accountant
JEMSEK CLINIC: Bid to Compel Blue Cross to Produce Docs Rejected

KNIGHT INDUSTRIES: 7th Circ. Affirms Dismissal of $34MM BofA Suit
LAND SECURITIES: Hires Colliers International as Brokerage Firm
LEHMAN BROTHERS: Credit Agricole Loses Bid to Move $34MM Suit
LEHMAN BROTHERS: UBS Agrees to Pay $120MM in Investor MDL
LEHMAN BROTHERS: California Nonprofit Battles Over Soured Deal

LMI AEROSPACE: S&P Revises Outlook to Negative & Affirms 'B+' CCR
LOMBARD FLATS: Court Holds Creditor in Contempt
MAXCOM TELECOMMUNICACIONES: No Creditors' Committee Appointed
MAXCOM TELECOMMUNICACIONES: Seeks to Employ Kirkland as Counsel
MAXCOM TELECOMMUNICACIONES: Taps Pachulski as Local Del. Counsel

MAXCOM TELECOMUNICACIONES: Gets Approval for $45M Recapitalization
MCJUNKIN RED: Moody's Expects Credit Metrics to Remain Strong
MEDICAL CARD: Moody's Raises Debt Rating & CFR to B3; IFS to Ba3
MERCANTILE BANCORP: Auction Date Set for Sept. 12
MILESTONE SCIENTIFIC: Posts $74,000 Net Income in 2nd Quarter

MMRGLOBAL INC: Amends First Quarter Form 10-Q
NATIVE WHOLESALE: Conversion Motion Hearing Moved to Aug. 19
NEW ENGLAND COMPOUNDING: Ch. 11 Trustee Seeks Mediation
NEW RIVER DRY DOCK: Florida Judge Won't Vacate Contempt Order
ORCHARD SUPPLY: Lowe's Store Acquisition Plan Awaits Court Nod

ORCHARD SUPPLY: Nine Additional Stores to Begin Closing Sales
OTTAWA BUS: Newbys Liable to Webster Capital Debt
PARADISE HOSPITALITY: Conversion Hearing Continued to Sept. 10
PATRIOT COAL: Reaches Consensual Agreement with UMWA on CBAs
PATRIOT COAL: Vote on UMWA Settlement Scheduled for Aug. 16

PATRIOT COAL: Agrees With DIP Lenders on Revised Deal
POWER VENTURES: Facebook Awarded $39K for Discovery, Legal Costs
RAM OF EASTERN: Hires Howard Stallings as Real Estate Counsel
RESIDENTIAL CAPITAL: Borrower Class Says $57M Set-Aside Not Enough
RESIDENTIAL CAPITAL: Disclosure Statement Objections Filed

RESIDENTIAL CAPITAL: Freddie Mac Balks at Settlement With FGIC
RESIDENTIAL CAPITAL: Seeks Exclusivity Period Extension
ROCK-TENN COMPANY: Moody's Changes Outlook on Ba1 CFR to Positive
ROGERS BANCSHARES: Has Court Permission to Auction Shares
ROTECH HEALTHCARE: Equity Holders Object to Chapter 11 Plan

ROTECH HEALTHCARE: Employs GA Keen as Real Estate Advisor
ROTHSTEIN ROSENFELDT: Ch.11 Trustee's Suit Against Gov't Barred
RURAL/METRO: Section 341(a) Meeting Scheduled for Sept. 12
S. WHITE TRANSPORTATION: Acceptance's Lien Survived Confirmation
SAGINAW COUNTY: Calls Off Planned $60MM Bond Sale

SCHOOL SPECIALTY: Creditors Out to Nix 'Make-Whole' Interest
SELECT TREE: Sec. 341 Creditors' Meeting Continued to Nov. 18
SIONIX CORP: Board Approves Change of Accounting Firm
SOUTHERN FILM: Section 341(a) Meeting Slated for Aug. 29
SOUTHERN MONTANA: Restructuring Plan Likely to be Confirmed

SPECTRUM BRANDS: S&P Raises CCR to 'B+' & Rates $1.1BB Loan 'BB'
TITAN ENERGY: Amends First Quarter Form 10-Q
TM REAL ESTATE: Can Employ Fox Rothschild as Bankruptcy Counsel
TOURO INFIRMARY: S&P Raises Rating on 2 Bonds From 'BB+'
TPO HESS: 1st Amended Joint Liquidation Plan Declared Effective

TRIBUNE CO: Litigation Trustee Amends Two Complaints Over 2007 LBO
TRINITY COAL: Delays Auction of Mine Operations
TRINITY COAL: Judge Clears Co. to Pursue Restructuring Plan
VS FOX: U.S. Trustee Seeks Chapter 7 Conversion of Cases
WARREN RESOURCES: Moody's Withdraws CFR and Sr. Notes Rating

WILLBROS GROUP: Moody's Assigns 'B3' CFR Following Refinancing
WILLBROS GROUP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
WL HOMES: 3rd Cir. Says Wachovia Security Interest Enforceable
WL HOMES: Wachovia Wins $10MM Bank Account

* Moody's Notes Rise of Spec-Grade Corp. Default Rate in July
* Indiana Senator to Push for Municipal Bankruptcy Law
* Mortgage Delinquencies Hit Five-Year Low
* Ex-Paralegal Sues Bankruptcy Firm Over Wrongful Termination
* Obama Fraud Task Force Takes on the Big Banks

* Court: Wells Fargo Must Face Mortgage Modification Suits
* SEC Seeks Admission of Wrongdoing from JPMorgan
* Wells Fargo Wins Trial over Securities-Lending Losses
* SAC Business Plan Goes to Judge
* Failure Tally Hits 18 as Regulators Close Wisconsin Bank

* Huron Financial Outlines Technology Turnaround Strategy

* Large Companies With Insolvent Balance Sheets


                            *********


ADVANCED COMPUTER: Aug. 20 Hearing on Motion to Dismiss Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
convene a hearing on Aug. 20, 2013, at 10:30 a.m., to consider:

   -- Advanced Computer Technology (ACT), Inc.'s request to deny
      former creditor Abraham Colon's motion to dismiss its case;
      and

   -- Berrios & Longo Law Offices' motion to dismiss its case.

On July 10, Mr. Colon filed a second motion to dismiss, pro se.

As reported in the Troubled Company Reporter on July 25, 2013, the
Court denied Mr. Colon's first motion to dismiss the Debtor's case
for lack of jurisdiction.

The Debtor, in its request to deny the motion to dismiss, stated
that Mr. Colon's prepetition claim has been paid in full, and Mr.
Colon is no longer a creditor in the bankruptcy case.  Therefore,
he has no standing to continue to seek dismissal of the case.

On July 19, 2013, a third party, the Debtor's parent company or
affiliate IPSA, paid Mr. Colon $1,180 in full payment of his
prepetition claim.

B&L, in its motion to dismiss, stated that, among other things:

   1. ACT has not paid all postpetition taxes.

   2. ACT, its management, accountants and professionals have
      incurred in open breach of the duties of the DIP.

   3. ACT has made unauthorized use of cash collateral.

Jose E. Rivera filed a joinder to B&L's motion to dismiss, and
unfair discrimination.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


AIRTRONIC USA: Amended Plan Confirmation Hearing Set for Oct. 2
---------------------------------------------------------------
Global Digital Solutions on Aug. 12 disclosed that it has filed a
Form 10 Registration Statement with the U.S. Securities and
Exchange Commission to register GDSI's shares of common stock.
The filing also provides details of GDSI's planned merger with
Airtronic USA, Inc.

"Filing this registration statement is a significant step in the
maturity of GDSI as we pursue the previously announced merger with
Airtronic and continue implementing our global growth strategy,"
said Richard J. Sullivan, who will become Chairman and CEO of GDSI
after the acquisition with Airtronic is completed.  "The Form 10
provides useful information to shareholders and potential
investors and is an important first step toward our goal of
listing GDSI on a national market such as NASDAQ or the American
Stock Exchange."

On or about August 13, 2012, GDSI and Airtronic disclosed that
they had signed a letter of intent to enter into good faith
discussions involving a potential strategic combination in which
Airtronic would be acquired by GDSI.  The companies signed a
merger agreement on or about October 22, 2012 and are working
together to file an Amended Plan of Reorganization for
confirmation at a hearing scheduled on October 2, 2013.  If
confirmed, the Plan will allow Airtronic to emerge from chapter 11
bankruptcy with adequate working capital.

                About Global Digital Solutions, Inc.

Global Digital Solutions (pinksheets:GDSI) -- http://www.gdsi.co
-- is refocusing its business strategy on providing small arms
manufacturing, knowledge-based and culturally attuned social
consulting combined with complementary security and technology-
related solutions in unsettled areas.

                     About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company also manufactures medical, avionics, and
telecommunications original equipment.  The company's products
include grenade launchers, rocket propelled grenade launchers,
grenade launcher guns, flex machine guns, grenade machine guns,
rifles, and magazines.  Founded in 1990, the company is based in
Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALL SERVICES: Wins Confirmation of Chapter 11 Plan
--------------------------------------------------
Bankruptcy Judge Frank L. Kurtz granted final approval of the
second disclosure statement and confirmed the Chapter 11 Plan of
Reorganization of All Services, Inc.  The only class of claims
which was impaired under the Plan was Class 4 Unsecured Creditors.
The Debtor has properly filed the Report of Balloting, indicating
that 100% both as to amount and number of claims in Class 4 have
accepted the Plan.  The Plan has been accepted in writing by the
creditors and equity security holders whose acceptance is required
by law.  A copy of the Court's August 1, 2013 Findings of Fact &
Conclusions of Law is available at http://is.gd/m0M1L3from
Leagle.com.

All Services, Inc., filed a Chapter 11 petition (Bankr. E.D. Wash.
Case No. 12-05110) on Dec. 3, 2012, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/waeb12-05110.pdf Roger William Bailey,
Esq. -- roger.bailey.attorney@gmail.com -- at Bailey & Busey LLC,
serves as the Debtor's counsel.


ALLISON TRANSMISSION: Fitch Affirms 'BB-' Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for Allison
Transmission Holdings, Inc. (ALSN) and its subsidiary Allison
Transmission, Inc. (ATI) at 'BB-'. In addition, Fitch has affirmed
the 'BB' ratings on ATI's secured term loans and secured revolving
credit facility, and the 'B+' rating on ATI's senior unsecured
notes. A full list of the rating actions is included at the end of
this release. Fitch's ratings apply to $2.3 billion in secured
term loans, a $400 million secured revolving credit facility and
$471 million in senior unsecured notes. The Rating Outlooks for
ALSN and ATI are Stable.

Rating Issues

The ratings for ALSN and ATI reflect the automatic transmission
manufacturer's strong competitive position as a global supplier to
the commercial vehicle, industrial and military end markets. ALSN
enjoys a very strong market position in North America, with nearly
all school busses and the majority of motorhomes and Class 6 and 7
trucks manufactured with the company's transmissions in 2012.
About half of the Class 8 straight trucks sold in North America in
2012 were manufactured with the company's transmissions, as well.
Unlike most Tier 1 suppliers, ALSN has a brand name that commands
a price premium from end users. However, ALSN has a significantly
smaller market position outside North America as commercial
vehicles in most global markets continue to be manufactured with
manual transmissions. Nonetheless, global acceptance of fully
automatic transmissions is growing in certain applications, such
as busses and emergency vehicles. This has been particularly true
in emerging markets like China and India, where ALSN has
positioned itself to take advantage of opportunities for growth.

A combination of premium pricing and manufacturing cost control
has led to a consistently strong margin performance and free cash
flow (FCF) generation, which remained positive even during the
downturn of 2008 and 2009. Leverage remains moderately high,
however, as a result of substantial bank borrowings incurred with
the company's 2007 leveraged buy-out. Since that time, ALSN has
been focused on using FCF to reduce debt, including a $212 million
decline in the 12 months ended June 30, 2013. Relatively low
pension obligations, a strong liquidity position and manageable
near-term debt obligations are other credit positives.

Credit concerns include the highly cyclical nature of the global
commercial vehicle and industrial end markets, volatile raw
material costs, relatively little global diversification,
moderately high leverage and a concentrated maturity schedule.
However, on the last point, Fitch notes that over the past year,
ALSN has removed its near-term refinancing risk by shifting all of
its B-1 term loan obligations due in 2014 to its B-2 and B-3 term
loans. As a result, ALSN has no significant debt maturities until
2017, when the majority of the $1.2 billion B-2 term loan comes
due. The commercial concerns regarding ALSN's business are
mitigated somewhat by the company's strong FCF performance and its
increasing penetration into emerging markets. Also, ALSN primarily
supplies the vocational truck market, which is less cyclical than
the manual transmission-dominated linehaul truck market.
Nonetheless, a broad-based global downturn in commercial vehicle
and industrial production could pressure ALSN's margins and FCF
significantly. ALSN's concentrated ownership structure, with The
Carlyle Group (Carlyle) and Onex Corporation (Onex) each holding a
40.5% stake in the company, is also a modest credit concern.

ALSN's credit profile is characterized by strong margins and FCF
generation but relatively high leverage. Fitch-calculated leverage
(debt/Fitch-calculated EBITDA) in the 12 months ended June 30,
2013, was 4.8x, with $2.8 billion in debt and last 12 months (LTM)
Fitch-calculated EBITDA of $590 million. The calculated EBITDA
margin of 30.2% was down from 33.1% in the 12 months ended June
30, 2012 but remained very strong for a capital goods
manufacturer. Fitch expects leverage to decline to the mid-4x
range by year-end 2013, assuming the company does not prepay any
portion of its term loans (other than required amortization
payments). However, Fitch notes that the company has the financial
flexibility to reduce leverage further in the intermediate term if
it chooses to do so. The company's liquidity position at the end
of the second quarter of 2013 was more than sufficient to meet its
near-term cash obligations and included $227 million in cash and
cash equivalents and $375 million in availability on its $400
million secured revolving credit facility (after accounting for
$25 million in letters of credit).

On Aug. 8, 2013, ALSN announced that Carlyle and Onex planned to
sell a total of 23.805 million shares in a secondary offering that
is expected to close on Aug. 12, 2013. When the share sale is
completed, the selling shareholders' ownership stake will decline
to approximately 70%. In conjunction with the secondary offering,
ALSN plans to repurchase 4.7 million of the shares for
$100 million. Although the share repurchase will temporarily
reduce ALSN's liquidity, the company's substantial cash position
at June 30, 2013, combined with its FCF generating potential,
should provide it with more-than-sufficient liquidity to meet its
near-term cash needs following the transaction. Importantly, Fitch
does not expect the share repurchase to result in any meaningful
incremental long-term borrowing by the company.

ALSN has been focused on reducing debt over the past several
years, with debt (including short-term debt) declining from $4
billion at year-end 2008 to $2.8 billion at June 30, 2013. The
figure at June 30, 2013, was down $212 million from the level at
June 30, 2012, as the company prepaid a portion of its term loans
in the latter half of 2012. ALSN has the flexibility to further
reduce its debt through optional prepayments on its secured term
loans or early redemption of all or a portion of its 7.125% senior
unsecured notes, and Fitch expects that the company will take
advantage of opportunities to further reduce its debt over the
intermediate term.

Fitch expects FCF to remain solid over the intermediate term and
FCF margins to remain strong by industry standards. LTM FCF was
$293 million at June 30, 2013, leading to a strong 15% FCF margin.
Funds flow from operations (FFO) was $421 million in the LTM
period, with working capital providing another $15 million in
cash. LTM capital spending was $87 million, equal to 4.5% of
revenue, which was down from the LTM period ended June 30, 2012,
largely due to the completion of the company's India plant
expansion, as well as some spending curtailments due to the weak
commercial vehicle market. The company has guided to full-year
2013 capital spending in the range $75 million to $85 million.
Fitch notes that ALSN doubled its dividend in the second quarter
of 2013, which will increase the payout to an estimated $87
million annually (before the effect of any share repurchases).
However, the higher dividend has been factored into Fitch's
forecasts for future FCF.

ALSN's credit agreement includes a financial covenant that
requires the company to maintain a senior secured leverage ratio
below 5.50x. The actual senior secured leverage ratio, which is
calculated net of cash, was well below the limit at 3.50x as of
June 30, 2013. According to the facility's terms, a senior secured
leverage ratio at or below 3.50x suspends certain provisions
requiring excess cash flow (as defined in the agreement) to be
applied to term loan reduction. Fitch does not expect the senior
secured leverage ratio covenant to constrain the company or lead
to any credit risk over the intermediate term.

ALSN's pension obligations are relatively modest, with an
underfunded status of only $14 million as of year-end 2012. The
company's U.S. hourly pension plan was closed to new entrants in
2008, and benefits for U.S. hourly employees who retired prior to
Oct. 2, 2011, are covered under General Motors Company's (GM)
hourly plan. Fitch does not currently view ALSN's pension
obligations as a meaningful credit risk.

The secured revolver and term loans that comprise ATI's credit
facility are rated one notch above ATI's IDR at 'BB', reflecting
their collateral coverage, which includes virtually all of ATI's
assets. Fitch notes that property, plant, and equipment and
intangible assets (including ALSN's intellectual property)
comprised $2.2 billion of the $4.9 billion in assets on ALSN's
consolidated balance sheet at June 30, 2013. With the secured
credit facility accounting for over 85% of the debt in ALSN's
consolidated capital structure (assuming a fully-drawn revolver),
ATI's senior unsecured notes are rated one notch below ATI's IDR
at 'B+'.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- A meaningful reduction in leverage;
-- Increased global revenue diversification;
-- Continued strong margin performance;
-- Ongoing positive FCF generation, especially in a weakened
   demand environment.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- A sharp decline in commercial vehicle production, especially
   in North America;

-- A significant increase in debt, particularly to support
   shareholder-friendly activities;

-- A merger or acquisition that results in higher leverage over
   an extended period of time;

-- A competitive entry into the market that results in a
   significant market share loss.

Fitch has affirmed the following ratings with a Stable Outlook:

Allison Transmission Holdings, Inc.
-- IDR at 'BB-'.

Allison Transmission, Inc.
-- IDR at 'BB-';
-- Senior secured revolving credit facility at 'BB';
-- Senior secured term loan B-2 at 'BB';
-- Senior secured term loan B-3 at 'BB';
-- Senior unsecured notes at 'B+'.


AMERICAN AIRLINES: AE Pilots Want More Details About Merger
-----------------------------------------------------------
Joseph Checkler writing for Daily Bankruptcy Review reports that
the pilots of AMR Corp.'s American Eagle unit say they want more
information about what their fate will be when AMR's merger with
US Airways Group Inc. is finalized.

                    About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Max for Disputed Claims Allowed
--------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
AMR's motion for entry of an order establishing a maximum amount
of disputed claims to be utilized for determining disputed claims
reserve under Debtors' Second Amended Joint Chapter 11 Plan and
approving certain procedures in connection with the disputed
claims reserve.

As previously reported, "The Debtors seek to establish the
Disputed Claims Reserve utilizing an aggregate maximum amount of
$331 million of Disputed Claims (as it may be adjusted as further
provided in this Motion, the 'Disputed Claims Reserve Amount').
This amount provides for a cushion of approximately $220 million
over and above the Debtors' estimate of a reasonable high-end
ultimate aggregate Allowed amount of Disputed Claims and includes
(i) a reserve for Single-Dip General Unsecured Claims that may
have been erroneously disallowed and (ii) a reserve for rejection
damages arising from the prospective rejection of executory
contracts and unexpired leases, which the Debtors do not expect to
be material. This cushion will more than amply allow for
unforeseen contingencies in the claims resolution process. Indeed,
as stated, there is a cushion of approximately $220 million above
the Debtors' good-faith, high-end estimate."

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

As reported by the TCR on Aug. 6, 2013, AMR Corporation and US
Airways Group, Inc., received clearance from the European
Commission for their proposed merger.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Unsecured Creditors Support Chapter 11 Plan
--------------------------------------------------------------
Law360 reported that creditors of AMR Corp. on August 8 threw
their support behind the airline's reorganization plan, which
hinges on an $11 billion merger with US Airways Group Inc., saying
it resolves complex issues and provides substantial benefits for
creditors and existing shareholders.

Law360 said the official committee of unsecured creditors said in
a court filing that U.S. Bankruptcy Judge Sean H. Lane should
overrule the objections to the plan, which have come from U.S.
Trustee Tracy Hope Davis, Cantor Fitzgerald & Co. and the U.S.
Airline Pilots Association, among others.

                       About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Defends $20MM Severance for Chief Executive
--------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
against criticism from the U.S. government's executive-bonus
watchdog, attorneys for American Airlines's parent company
defended the $20 million severance payment promised to departing
Chief Executive Tom Horton, arguing the bill would be paid once
the company merges with US Airways Group Inc.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

As reported by the TCR on Aug. 6, 2013, AMR Corporation and US
Airways Group, Inc., received clearance from the European
Commission for their proposed merger.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN INT'L: Nuveen Funds Sue Executives for Securities Fraud
----------------------------------------------------------------
Andrew Harris at Bloomberg News reports that 25 Nuveen Investments
Inc. funds sued American International Group Inc. (AIG), claiming
the company and executives committed securities fraud leading to
the U.S. financial crisis that intensified in 2008.

Also named as defendants in a 237-page complaint in federal court
in Chicago were former Chief Executive Officer Martin J. Sullivan,
ex-Chief Financial Officer Steven Bensinger and Joseph Cassano,
who led the AIG Financial Products unit, Bloomberg relates.

"Plaintiffs suffered tens of billions of dollars in losses, at
least, based on false and materially misleading statements that
AIG, certain of its executives, directors, underwriters and
outside auditor made," according to the complaint obtained by
Bloomberg.

According to the report, the funds accused the company, Sullivan
and others of violating Illinois and federal securities laws,
common law fraud and unjust enrichment. They asked for unspecified
money damages.

Nuveen Investments is based in Chicago. Among funds suing the
insurer are the Dow 30 Enhanced Premium and Income Fund, the
Nuveen Equity Premium Opportunity Fund (JSN) and the Nuveen Large
Cap Value Fund, the report discloses.

Each bought AIG securities at allegedly inflated prices that fell
"when the truth was disclosed," according to the complaint.

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ANACOR PHARMACEUTICALS: Incurs $14.1 Million Net Loss in Q2
-----------------------------------------------------------
Anacor Pharmaceuticals reported a net loss of $14.09 million on
$3.42 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $14.84 million on
$2.56 million of total revenues for the same period during the
prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $29.17 million on $5.13 million of revenues, as compared
with a net loss of $29.16 million on $4.97 million of total
revenues for the same period a year ago.

The Company's selected balance sheet data at June 30, 2013, showed
$56.97 million in total assets and $2.45 million in total
stockholders' equity.

"We had a busy second quarter as we finalized preparations for our
NDA for tavaborole, which was submitted on July 26th.  This is an
exciting time at Anacor as we begin to reap the benefits of the
investments that we've made in drug development over the last
decade and plan the commercialization of our later stage
products," said David Perry, chief executive officer of Anacor
Pharmaceuticals.

A copy of the press release is available for free at:

                        http://is.gd/l1tRSJ

                           About Anacor

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds-
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

The Company's balance sheet at March 31, 2013, showed
$37.4 million in total assets, $45.4 million in total liabilities,
and a stockholders' deficit of $8.0 million.

"Since inception, the Company has generated an accumulated deficit
as of March 31, 2013, of approximately $230.3 million, and will
require substantial additional capital to fund research and
development activities, including clinical trials for its
development programs and preclinical activities for its product
candidates."

As reported in the TCR on March 2, 2013, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Anacor's ability to continue as a going concern, citing the
Company's recurring losses from operations and its need for
additional capital.


ANTIOCH COMPANY: Court Denies Lee Morgan's Summary Judgment Bid
---------------------------------------------------------------
In the civil action, THE ANTIOCH COMPANY LITIGATION TRUST, W.
TIMOTHY MILLER, TRUSTEE, Plaintiff, v. LEE MORGAN, et al.,
Defendants, Case No. 3:10-cv-156 (S.D. Ohio), District Judge
Timothy S. Black denied Lee Morgan's motion for partial summary
judgment on Count Four; and granted Asha Moran's motion for
partial summary judgment on Count Four, as there is no genuine
dispute as to any material fact relating to Asha Moran's role, and
she is entitled to judgment as a matter of law.

Lee Morgan and Asha Morgan Moran move for summary judgment on the
Plaintiff's breach of fiduciary duty claim with respect to the so-
calld Levimo Transaction.  The Plaintiff alleges that the Board
failed to address a conflict of interest whereby Levimo, LLC,
whose members are Lee and Vicki Morgan, purchased two of the
Antioch Company's St. Cloud, Minnesota properties at their
appraised value ($26 million) and leased them back to Antioch.
Lee and Vicki Morgan personally made a $5 million down payment and
pledged the bulk of their personal assets as collateral to finance
the remainder of the $26 million purchase price.  The Plaintiff
takes issue with the Board's prudence in positioning Levimo to be
the owner-lessor of the St. Cloud Properties.

Morgan and Moran argue that summary judgment against the Plaintiff
is proper because: (1) they played no role in the Antioch Board of
Directors' decision making process and abstained from the Board's
vote with respect to the sale and leaseback transaction; (2) the
sale and leaseback transaction was fair to Antioch; and (3)
Antioch expressly waived breach of fiduciary duty claims arising
from the lease and induced Morgan and Moran to enter into the
Sale-Leaseback Transaction.

The Plaintiff maintains that the motion for summary judgment
should be denied because Morgan and Moran breached their fiduciary
duties as officers and directors of Antioch by using their
influence as CEO and President of Creative Memories, respectively,
to induce the Board to enter into the Sale-Leaseback Transaction
on terms that improperly favored the Morgan family. Plaintiff
further alleges that Morgan and Moran then benefited from the
family's position as landlord, both by being enriched by the rents
and various late fees paid to them and by using their position to
try to control Antioch's future.  Additionally, the Plaintiff
alleges that during efforts to sell Antioch or recapitalize its
debt, Morgan used his status as Antioch's landlord to pressure the
Board to grant his family periods of exclusivity and give his
proposals preference over third parties.

A copy of the Court's Aug. 2 Order is available at
http://is.gd/zgwJNwfrom Leagle.com.

McDermott Will & Emery LLP, Interested Party, is represented in
the lawsuit by by Charles Joseph Faruki, Esq., and Jeffrey S.
Sharkey, Esq., at Faruki Ireland & Cox PLL.

Brian P. Muething, Esq., Danielle Marie D'Addesa, Esq., David
Thomas Bules, Esq., and Michael L. Scheier, Esq., at Keating
Muething & Klekamp, represent appellants Lee Morgan; Asha Morgan
Moran; Chandra Attiken; Marty Moran; Lee Morgan, GDOT 1; Lee
Morgan, GDOT Trust 2; Lee Morgan, GDOT Trust 3; Lee Morgan,
Pourover Trust 1; and Lee Morgan, Pourover Trust 2.

The Antioch Company Litigation Trust Company is represented by
Beth A. Silvers, Esq., and Marcia Voorhis Andrew, Esq., at Taft
Stettinius & Hollister.

Antioch Company Litigation Trust, W. Timothy Miller, Trustee,
Plaintiff, is also represented by Beth A. Silvers, Esq., Emily
Creditt McNicholas, Esq., and Marcia Voorhis Andrew, Esq., at Taft
Stettinius & Hollister.

Defendants Nancy Blair and Wayne Alan Luce are represented by
Terence Leslie Fague, Esq., and Daniel Jerome Gentry, Esq., at
Coolidge Wall Co., L.P.A.

Defendants Malte Von Matthiessen, Dennis Sanan, Ben Carlson and
Jeanine McLaughlin are represented by Jennifer L. Maffett, Esq.,
Scott Allen King, Esq., and Thomas Allen Knoth, Esq., at Thompson
Hine.

Defendant Candlewood Partners, LLC, represented by Kimberly A.
Brennan, Esq., and Michael Nelson Schaeffer, Esq., at Kemp
Schaeffer Rowe & Lardiere; and Robert R. Kracht, Esq., at
McCarthy, Lebit, Crystal & Liffman Co., L.P.A.

Robert Alan Klingler & Brian Joseph Butler represent Defendants
Steve Bevelhymer, Karen Felix, Kimberly Lipson-Wilson, Barry
Hoskins, and G. Robert Morris.

Defendant Houlihan, Lokey, Howard & Zukin, Inc., is represented by
Richard Alan Chesley, Esq., at DLA Piper LLP.

Defendant James Northrup is represented by R. Daniel Prentiss,
Esq., at R. Daniel Prentiss, P.C.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


ARCAPITA BANK: Inks Settlement Re: Payment of Linklaters Invoices
-----------------------------------------------------------------
On Aug. 8, 2013, the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation and agreed order
entered into by and among the Official Committee of Unsecured
Creditors of Arcapita Bank B.S.C.(c), et al., the Debtors, and
Linklaters LLP, and the Eurolog Affiliates which settles all
issues related to the payment of the Linklaters Invoices (incurred
in connection with the Eurolog IPO) without litigation.

Pursuant to the Stipulation and Order, the Debtors are authorized
and directed to pay the Settlement Amount of GBP1,521,656.89 on
the Effective Date to Linklaters, which represents the balance due
to Linklaters under the Engagement Letter taking into account (a)
a 17% reduction in outstanding fees under the Fee Motion and (b) a
100% reduction in Linklaters? expenses of GBP178,290.76 sought in
the Fee Motion.  The Settlement Amount will be an Allowed
Administrative Expense Claim upon entry of this Stipulation and
Order.

The Debtors and the Committee agree to release and waive any claim
against Linklaters on account of the Prepetition Transfers.

Further, Linklaters agrees to waive any claim against the Debtors,
the Reorganized Debtors, and each of the EuroLog Affiliates and
any affiliates of the EuroLog Affiliates for fees, expenses, and
VAT incurred by Linklaters due and owing under the Engagement
Letter through the date of this Order.

Linklaters agrees to waive its right to any additional payments
that may be due under the Linklaters Fee Order.

Also, within ten (10) business days following entry of the
Stipulation and Order, the Debtors will use their best efforts to
enter into the Reimbursement Agreement, which will be in form and
substance acceptable to the Committee, which will obligate certain
owners of the EuroLog Assets to reimburse the Settlement Amount to
the Debtors; provided, however, that the Debtors? obligation to
pay the Settlement Amount to Linklaters as an Allowed
Administrative Expense Claim will be absolute and not conditioned
upon the Reimbursement Agreement in any way.

As reported in the TCR on March 22, 2013, the Debtors seek to
provide approximately $10.2 million in funding to certain non-
Debtor affiliates.  Specifically, the Debtors request the Court to
confirm their authority to lend certain amount to their non-Debtor
EuroLog Affiliates in accordance with Section 363(c) of the
Bankruptcy Code.  The Company said that as an investment bank,
funding investments in portfolio companies fits squarely within
the Debtors' ordinary course of business, and that even if the
Court disagrees, there is ample support to loan the funds needed
to pay the IPO Fees pursuant to Section 363(b) of the Bankruptcy
Code because doing so constitutes a sound exercise of business
judgment.

The EuroLog Affiliates own and operate a variety of warehousing
assets located throughout Europe, which assets consist of (1)
46 warehouse properties with a gross leasable area of approx.
15 million square feet that are located in seven countries across
Europe; (2) six undeveloped real estate parcels located in
four countries that are suitable for development of approximately
6.6 million square feet of additional leasable area; and (3) a
group of real estate asset management companies with nearly 70
employees in eight offices.

According to papers filed with the Court, even though the EuroLog
IPO was not completed after launch, each of the IPO Professionals
provided valuable services that inured to the benefit of the
Debtors' estates.  Arcapita says that without their efforts, the
EuroLog Affiliates would not have been able to file the Intention
to Float and would not have even had the opportunity to launch the
EuroLog IPO.  The fact that the EuroLog IPO was not completed does
not in any way detract from the quality and importance of the
services rendered, Arcapita said.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARCAPITA BANK: Can Give Consent to Sale of 3PD Holding to XPO
-------------------------------------------------------------
On Aug. 8, 2013, the U.S. Bankruptcy Court for the Southern
District of New York authorized Arcapita Bank B.S.C.(c), et al.,
to provide such consents as are necessary or appropriate to
facilitate the sale by their indirect non-debtor subsidiary,
Logistics Holding Company Limited, of Logistics Holding?s equity
interest in 3PD Holding, Inc., to XPO Logistics, Inc., in a deal
valued at $365 million.

As reported in the TCR on July 22, through the intermediate
holding companies, the Debtors collectively hold a beneficial
interest of approximately 13% in 3PD and, hence, will receive
approximately 13% of the net proceeds of the Sale in addition to
other management and financing fees.

According to papers filed with the Court, on July 12, 2013, non-
Debtor 3PD, with the support of its shareholders, entered into a
definitive agreement to sell all outstanding 3PD common stock to
XPO Logistics for $365 million.
Because the Sale will likely not close prior to the effective date
of the Debtors' Chapter 11 plan, the Sale would, by default, be
subject to the Plan provisions governing the disposition of the
Debtors' investments.  According to the Debtors, if required to be
implemented with respect to 3PD, the Disposition Procedures would
require a duplication of the marketing efforts, additional delay,
and administrative burdens.  Moreover, implementation of the
Disposition Procedures may constitute a breach of the Purchase
Agreement by Logistics Holdings.

In order to avoid disrupting the Sale, the Debtors are seeking to
simplify the process and consummate the Sale based on the process
that has already taken place and pursuant to a Court order, and
are therefore seeking to exempt the Sale from the Disposition
Procedures.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARCHDIOCESE OF MILWAUKEE: Judge Orders Release of Cemetery Docs
---------------------------------------------------------------
Annysa Johnson, writing for the Milwaukee Wisconsin Journal
Sentinel, reported that the Archdiocese of Milwaukee must release
to its bankruptcy creditors documents that could show whether a
federal judge, who sided with the church on a key issue involving
its cemeteries, might have had a conflict of interest that should
have been disclosed, U.S. Bankruptcy Judge Susan V. Kelley ruled.

According to the report, Kelley issued the ruling after a brief
hearing, stressing that it was not a commentary on U.S. District
Judge Rudolph T. Randa's July 29 ruling or whether he should have
recused himself from the case.

"This should not in any way, shape or form be construed as a
ruling on the appropriateness of Judge Randa's recusal or
nonrecusal, or whether he has a financial interest or not" in the
archdiocese's cemetery litigation, Kelley said, the report
related.

Randa ruled that forcing the church to use even some of the more
than $50 million it set aside in a trust for the perpetual care of
cemeteries to pay its bankruptcy debts -- primarily sex abuse
settlements -- would substantially burden its free exercise of
religion under the First Amendment and a 1993 law aimed at
protecting religious freedom, the report further related.

Randa's ruling, which overturned an earlier decision by Kelley,
was a key victory for the archdiocese in that it eliminated one of
the last major assets available for a settlement with sex abuse
victims who filed claims in the bankruptcy, the report said.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BERNARD L. MADOFF: Ex-Employees Seek Two-Month Trial Delay
----------------------------------------------------------
Patricia Hurtado at Bloomberg News reports that five former
employees of Bernard Madoff, scheduled to go on trial in October
for allegedly helping the convicted con man carry off the largest
Ponzi scheme in U.S. history, are seeking a two-month
postponement.

Bloomberg relates that U.S. District Judge Laura Taylor Swain in
Manhattan set an Oct. 7 trial date for the fraud case against
Daniel Bonventre, Annette Bongiorno, Joann Crupi, Jerome O'Hara
and George Perez. The defendants, who have all pleaded not guilty,
are charged with crimes including conspiracy, fraud and falsifying
records.

According to the report, Mr. Perez's lawyer, Larry Krantz, said in
a letter August 7 that a revised indictment filed by the
government on July 29 "contains a wholesale re-writing" of the
previous one and includes additional allegations. Mr. Krantz said
he was making the request on behalf of all five defendants,
Bloomberg relays.

"They present an entirely different spin on many of the core facts
and introduce a wealth of entirely new allegations," Bloomberg
quotes Mr. Krantz as saying. "We also seek a 60-day adjournment of
the trial date, so that we have adequate time for trial
preparation."

Federal prosecutors have obtained guilty pleas from Madoff and his
brother Peter Madoff, who helped him run the firm for four
decades, and seven former employees. Bernard Madoff is serving a
150-year sentence in federal prison in North Carolina while Peter
Madoff was sentenced to 10 years in prison.

The case is U.S. v. O'Hara, 10-cr-00228, U.S. District Court,
Southern District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid 53 percent of customers' claims totaling $17.3
billion.  Mr. Picard has collected about $9.35 billion, not
including an additional $2.2 billion that was forfeit to the
government and likewise will go to customers.  Mr. Picard is
holding more than $4.7 billion he can't distribute on account of
outstanding appeals and disputes, such as the issue of interest on
customers' claims.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: Trustee Urges 2nd Circ. to Block $410MM Deal
---------------------------------------------------------------
Law360 reported that the bankruptcy trustee of Bernard L. Madoff's
investment firm on August 7 again railed at the $410 million
settlement between New York state and Madoff feeder fund manager
J. Ezra Merkin, telling the Second Circuit the deal makes an end
run around the liquidation process.

According to the report, Irving Picard told the appeals court that
the bankruptcy code and the Securities Investor Protection Act
prevent interference with his recovery action by any other actions
that will cause immediate economic harm to the Madoff estate and
relate to the same issues.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid 53 percent of customers' claims totaling $17.3
billion.  Mr. Picard has collected about $9.35 billion, not
including an additional $2.2 billion that was forfeit to the
government and likewise will go to customers.  Mr. Picard is
holding more than $4.7 billion he can't distribute on account of
outstanding appeals and disputes, such as the issue of interest on
customers' claims.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BROADCAST INTERNATIONAL: Extends Maturity of Notes to Oct. 31
-------------------------------------------------------------
Broadcast International, Inc., entered into an amendment to the
Note and Warrant Purchase and Security Agreement and Senior
Secured Convertible Notes with nine individuals and six companies.
The principal amount of the Senior Secured Convertible Notes
aggregate $3,450,000 and were originally due July 13, 2013.  The
Amendment extends the Maturity Date of the Senior Notes from
July 13, 2013, to Oct. 31, 2013.

On Aug. 8, 2013, the Company entered into a Conversion Agreement
with one of its directors to convert his rights under an Accounts
Receivable Purchase Agreement with the Company into a convertible
note.  In that connection the individual had the right to receive
$750,000 from the sale of accounts receivable and converted that
right into a promissory note with a principal amount of $750,000
bearing interest at the rate of 12 percent per annum with all
principal and accrued interest due and payable on Oct. 31, 2013.
The note is convertible into common stock of the Company at the
rate of $.25 per share at the option of the note holder.

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.64 million in total assets,
$9.07 million in total liabilities, and a $6.43 million total
stockholders' deficit.


CAPMARK FINANCIAL: Reports $46.9MM Income in 6-Mos. Ended June 30
-----------------------------------------------------------------
Capmark Financial Group Inc. on Aug. 12 issued its Quarterly
Report as of and for the three and six months ended June 30, 2013.
The Company reported consolidated net income of $46.9 million and
$45.2 million for the three and six months ended June 30, 2013,
respectively.  The Company also reported consolidated total assets
of $1.6 billion, consolidated total liabilities of $0.9 billion,
and stockholders' equity of $0.7 billion as of June 30, 2013.

Highlights for the second quarter were:

-- The Company realized total proceeds of $210 million from the
monetization of loan and REO assets.

-- The Company achieved consolidated net gains on loans,
investments and real estate of $56 million, partially offset by
$14 million of noninterest expense.  The net gains included a $14
million gain on shares in a collateralized debt obligation that
were redeemed.

-- The Company paid a cash distribution of $2.50 per share on
June 21, 2013 to shareholders of record on June 17, 2013, bringing
aggregate distributions to shareholders since emergence from
bankruptcy to $21.50 per share.

-- The Company paid an additional $2 million and $4 million under
the settlement agreement with the Japanese lenders and the Crystal
Ball Holding of Bermuda settlement agreement, respectively.  The
settlement agreements and the Company's obligations thereunder
were terminated.

-- The Company continued to reduce its staffing levels and office
locations commensurate with the reduction in assets.  The Company
reduced its staff from 90 employees at year end to 54 at June 30,
2013.  The Company reduced its five office locations at
December 31, 2012 to three by the end of the second quarter.

                   Consolidated Balance Sheet

The Company had consolidated total assets of $1.6 billion and $2.9
billion as of June 30, 2013 and December 31, 2012, respectively,
primarily comprised of a portfolio of loans, real estate, real
estate-related assets and cash and cash equivalents.  Assets
totaling $0.7 billion and $1.4 billion were held at Capmark Bank
and $153.5 million and $253.5 million were associated with
discontinued operations as of June 30, 2013 and December 31, 2012,
respectively.

The Company had consolidated total liabilities of $0.9 billion and
$1.5 billion as of June 30, 2013 and December 31, 2012,
respectively.  Capmark Bank had liabilities of $0.6 billion and
$1.0 billion and liabilities of $79.2 million and $114.7 million
were associated with discontinued operations as of June 30, 2013
and December 31, 2012, respectively.  Capmark Bank's liabilities
were primarily comprised of Federal Deposit Insurance Corporation
("FDIC")-insured deposit liabilities as of June 30, 2013 and
December 31, 2012.

Total stockholders' equity was $0.7 billion as of June 30, 2013 as
compared to $1.3 billion as of December 31, 2012.  The reduction
was primarily due to the $701.7 million of cash distributions to
holders of the Company's common stock in the six months ended
June 30, 2013.

                Consolidated Results of Operations

The Company had income from continuing operations before income
taxes of $51.4 million in the three months ended June 30, 2013,
primarily due to $60.4 million of noninterest income partially
offset by $13.5 million of noninterest expense.  Noninterest
income of $60.4 million primarily included $36.2 million of
realized gains on the disposition of real estate investments,
$14.2 million of realized gain on the redemption of an interest in
a collateralized debt obligation, $3.0 million of recapture of
losses from the application of the lower of cost or fair value to
loans held for sale and $2.9 million of realized gains on full or
partial dispositions of loans held for sale.  Noninterest expense
of $13.5 million included $6.6 million of compensation and
benefits costs and $5.9 million of professional fees, of which
$3.5 million were associated with litigation and bankruptcy
related matters.  Interest expense of $1.7 million primarily
included $8.6 million of contractual interest expense from deposit
liabilities at Capmark Bank offset by $7.2 million from the
accretion of the fresh start accounting premium for the deposit
liabilities.

The Company had income from continuing operations before income
taxes of $53.1 million in the six months ended June 30, 2013,
primarily due to $70.7 million of noninterest income and $18.5
million of interest income on loans held for sale and investment
securities available for sale.  The $70.7 million of noninterest
income and $18.5 million of interest income was partially offset
by $32.4 million of noninterest expense and $3.7 million of
interest expense.  Noninterest income of $70.7 million primarily
included $36.4 million of realized gains on the dispositions of
real estate investments, $14.2 million of realized gain on the
redemption of an interest in a collateralized debt obligation and
$15.0 million of realized gains on full or partial dispositions of
loans held for sale.  Interest income in the six months ended June
30, 2013 included the recognition of $5.5 million of previously
deferred interest on loans held for sale.  The $32.4 million of
noninterest expense included $15.4 million of compensation and
benefits costs and $11.6 million of professional fees, of which
$6.0 million were associated with litigation and bankruptcy
related matters.  The $3.7 million of interest expense primarily
included $18.8 million of contractual interest expense from
deposit liabilities at Capmark Bank offset by $15.7 million from
the accretion of the fresh start accounting premium for the
deposit liabilities.

                             Liquidity

As of June 30, 2013, the Company's continuing operations had
$852.7 million in total cash and cash equivalents (including
restricted cash), of which $690.6 million was held by Capmark Bank
and $162.2 million was held by its other subsidiaries.

Cash from consolidated VIEs is from entities that are no longer
owned by the Company but continue to be recognized on the
Company's balance sheet because derecognition criteria under GAAP
have not been met.

On August 2, 2013, the Company received $6.4 million of cash from
the reserves for disputed administrative and priority claims.
This cash release was due to the resolution of administrative and
priority claims.

The Company's primary sources of liquidity are expected to be (1)
principal and interest payments on loans, (2) proceeds from the
sale of loans, including discounted payoffs received in connection
with loan workout efforts, (3) distributions received from equity
investments, (4) proceeds from the sale of real estate and (5)
sales of other assets in its portfolio.

Capmark Bank has cash and cash equivalents in excess of all of its
remaining deposit liabilities and other liabilities as well as its
expected operating expenses over the next 12 months.  On October
2, 2009, Capmark Bank consented to cease and desist orders (the
"C&D Orders") with the FDIC and the Utah Department of Financial
Institutions ("UDFI").  Capmark Bank is prohibited under the C&D
Orders from declaring or paying dividends or making any other form
of payment representing a reduction in capital to Capmark
Financial Group Inc. without the prior written consent or non-
objection of the FDIC and the UDFI.

The Company expects to generate sufficient liquidity to meet its
needs for cash in its Non-Capmark Bank operations over the next 12
months, including paying its operating expenses.  The Company also
expects that Capmark Bank has sufficient liquidity to meet its
needs for cash for the next 12 months, including paying its
operating expenses and interest and princi pal due on maturing
deposit liabilities and other liabilities. Capmark Bank's
remaining deposits mature prior to August 31, 2013.

The Company paid a cash distribution of $2.50 per share on June
21, 2013 to shareholders of record on June 17, 2013.

The Company will consider making additional distributions to
shareholders of cash in excess of working capital needs and
expects to make a distribution in the third quarter of 2013;
however, the specific timing and amount of any distribution have
not been determined.

Capmark Bank distributed $157.1 million, $4.9 million and $34.7
million in cash to Capmark Financial Group Inc. in February, May
and August 2013, respectively.

                               Other

Pursuant to the Company's Third Amended Joint Plan of Capmark
Financial Group Inc. and certain of its subsidiaries and
affiliates, on the effective date of the Plan the Company
established a reserve for disputed general unsecured claims which
consisted of: (i) $39.0 million of cash, (ii) $54.1 million of its
secured notes, and (iii) 5.5 million shares of the Company's
common stock.

Pursuant to the Plan, semi-annual supplemental distributions from
the GUC Reserve have been made since the Plan's effective date.
In July and August 2013, as part of the supplemental distribution
required under the Plan, approximately $56 million in cash and 1.8
million shares of the Company's common stock from the GUC Reserve
became available for distribution to the holders of allowed
general unsecured claims in accordance with the Plan.  As of the
date of this report, the GUC Reserve consisted of approximately
$71 million of cash and 1.9 million shares of the Company's common
stock, net of any amounts withheld for expected tax payments.

                    About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CENGAGE LEARNING: Creditors' Committee Taps Arent Fox as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Cengage Learning, Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to retain Arent Fox LLP as bankruptcy attorneys, nunc
pro tunc to July 10, 2013.

Arent Fox will be paid the following hourly rates:

       Partners             $550 - $940
       Of Counsel           $540 - $850
       Associates           $305 - $585
       Paraprofessionals    $165 - $300

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Andrew I. Silfen, Esq. -- andrew.silfen@arentfox.com -- a partner
at Arent Fox LLP, in New York, discloses that his firm does not
hold or represent any interest adverse to the Committee with
respect to the matters for which it is being retained and is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code (as modified by Section 1103(b) of
the Bankruptcy Code).  He also assures the Court that neither
Arent Fox nor its professionals have any connection with the
Debtors, their estates, or creditors.

The Creditors' Committee also proposes to retain Leah M.
Eisenberg, Esq. -- leah.eisenberg@arentfox.com -- and Robert M.
Hirsh, Esq. -- robert.hirsh@arentfox.com -- at Arent Fox LLP, in
New York; and Mark B. Joachim, Esq. -- mark.joachim@arentfox.com -
- at Arent Fox LLP, in Washington, D.C.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.


CINCINNATI BELL: Moody's Cuts CFR to B2 & Rates $400MM Loan Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded several ratings of Cincinnati
Bell Inc., including the company's corporate family rating to B2
from B1, the company's probability of default rating to B2-PD from
B1-PD, and CBB's senior unsecured rating to B3 from B1. Moody's
also affirmed the company's speculative grade liquidity rating of
SGL-3, indicating an adequate liquidity position. The outlook is
stable.

Moody's has assigned a Ba3 rating to the proposed $400 million
Term Loan B due 2020 and has downgraded the rating on the amended
credit facility to Ba3 from Ba1. The proceeds from the term loan
are expected to be used to repay existing unsecured debt. The
downgrade reflects Moody's expectation that EBITDA declines are
likely to be larger and persist longer than Moody's earlier
estimates and that potentially higher interest rates will reduce
the value of the company's 69% ownership stake in CyrusOne Inc., a
data center REIT. The rating assigned to the new term loan
reflects a one notch override to the modeled output because
Moody's believes that the percentage of secured debt in the
capital structure will increase over time.

Moody's believes that the erosion of the wireless business will
accelerate due to increasingly aggressive competitive challenges
and that the growth of fiber based services, while healthy, will
be insufficient to offset this pressure. And, while the company
has committed to use the proceeds from the monetization of its
ownership interest in CyrusOne Inc. to reduce debt, uncertainty
surrounding the timing and amount of debt reduction increases the
likelihood that leverage (Debt to EBITDA) will remain elevated
through 2015.

Moody's has taken the following rating actions:

Issuer: Cincinnati Bell Inc.

Corporate Family Rating -- B2, from B1

Probability of Default Rating -- B2-PD, from B1-PD

Speculative Grade Liquidity Rating -- SGL-3, affirmed

Outlook -- Stable, from Negative

Senior Secured Notes -- Ba3 (LGD-2, 23%) from Ba1 (LGD-1, 8%)

Senior Unsecured Notes -- B3 (LGD-4, 69%) from B1 (LGD-4, 57%)

Senior Subordinated Notes -- Caa1 (LGD-6, 92%) from B3 (LGD-6,
90%)

Convertible Preferred Stock -- Caa1 (LGD-6, 98%) from B3 (LGD-6,
97%)

$200 Million Revolving Credit Facility due 2017 -- Ba3 (LGD-2,
23%) from Ba1 (LGD-1, 8%)

New $400 Million Term Loan B due 2020 -- Assigned Ba3 (LGD-2,
23%)

Issuer: Cincinnati Bell Telephone Company

Outlook -- Stable, from Negative

Senior Unsecured Notes -- Ba2 (LGD-1, 1%) from Ba1 (LGD-1, 2%)

Ratings Rationale:

The B2 Corporate Family Rating reflects Cincinnati Bell's legacy
position as an incumbent local telecommunications provider with a
still large market share offset by relatively high leverage. CBB
is significantly increasing the amount of capital is invests in
its wireline network in an attempt to reinvent itself as a fiber
based service provider. However, these new fiber based products
(i.e. video) have much lower margins than the legacy products
(i.e. switched voice) that are being lost. At the same time, its
wireless business is eroding and the company has recognized that
it doesn't have the scale or resources to compete in this segment.
CBB's stake in CyrusOne Inc. presents it with the opportunity to
reduce debt after restrictions on the sale of its 69% ownership
position in the data center provider expire in January 2014. The
company has committed to use the proceeds from this monetization
(which will likely occur in steps over several years) to reduce
its large debt load.

The stable rating outlook is based on Moody's expectations that
CBB will begin monetizing its CyrusOne investment in the middle of
2014 and use the proceeds to steadily reduce debt. Consequently,
after peaking at over 6.0 times in early 2014, leverage is
expected to begin trending down as debt reduction outpaces
earnings and cash flow declines.

CBB's rating would come under renewed pressure if CBB's liquidity
position weakens materially, if debt reduction is delayed beyond
2014 or if earnings decline more than expected. Specifically, if
leverage was likely to remain at or above 6.0 times for an
extended period of time CBB's rating would likely be downgraded.

Larger than expected proceeds from the sale of CyrusOne (and/or
the sale of the wireless business) that lead to leverage declining
to below 4.0 times could lead to positive ratings momentum if CBB
can demonstrate that its strategy is likely to produce consistent
meaningfully positive free cash flow.

The principal methodology used in this rating was the Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


CINCINNATI BELL: S&P Assigns 'BB-' Rating to $400MM Term Loan B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Cincinnati Bell Inc.'s (CBI)
proposed $400 million term loan B due 2020.  The '1' recovery
ating indicates S&P's expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default.

"At the same time, we have revised our recovery ratings on CBI's
senior unsecured notes because we have augmented our default
valuation with an estimation of the value of CBI's remaining
equity interests in its former datacenter operations at the time
of simulated default.  We are revising our recovery rating on
CBI's existing senior unsecured debt to a '3' from a '4'.  The 'B'
issue-level rating on the notes is unchanged.  The '3' recovery
rating indicates our expectation of meaningful (50% to 70%)
recovery for noteholders in the event of a payment default.
Recovery ratings on the company's existing subordinated debt
remain unchanged," S&P said.

S&P expects that CBI will use proceeds from the term loan to
refinance higher coupon senior notes, including its 8.25% senior
notes due 2017.

Following the proposed transaction, S&P expects total adjusted
debt leverage to remain relatively unchanged, at about 6.2x (pro
forma for the IPO of data center CyrusOne in January 2013) for the
12 months ended June 30, 2013.  S&P expects senior secured debt
leverage to increase to about 1.7x on a reported basis.  In
conjunction with the term loan issuance, the company is seeking
amendments to its credit agreement, including a loosening of its
maximum senior secured leverage ratio to 3x from 1.75x, as well as
modifications to its maximum total leverage ratio.  In addition,
the company is seeking greater flexibility to pay dividends,
repurchase stock or make other restricted payments using future
CyrusOne stock sale proceeds.  S&P continues to believe that the
primary use of CyrusOne sale proceeds will be for debt repayment.

The borrower under the proposed senior secured term loan is CBI.
The credit facilities are guaranteed by all existing and future
subsidiaries, excluding certain subsidiaries such as CBI's wholly
owned incumbent local exchange carrier (ILEC) subsidiary
Cincinnati Bell Telephone Co., as well as the receivables
financing facility at wholly owned subsidiary Cincinnati Bell
Funding LLC.  In addition, the credit facility is structurally
junior to obligations at these subsidiaries, including unsecured
obligations.

The corporate credit rating on Cincinnati Bell is 'B' and the
outlook is stable.  For the corporate credit rating rationale, see
the summary analysis on Cincinnati Bell published on May 21, 2013,
on RatingsDirect.

RATINGS LIST

Cincinnati Bell Inc.
Corporate Credit Rating                B/Stable/--

New Rating

Cincinnati Bell Inc.
$400 Mil. Term Loan B Due 2020         BB-
   Recovery Rating                      1

Recovery Rating Revised                 To          From
Cincinnati Bell Inc.
Senior Unsecured                       B           B
   Recovery Rating                      3           4


COASTAL CONDOS: Has Interim OK to Employ Rogero as Special Counsel
------------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida, in an interim order, authorized
Coastal Condos, LLC, to employ David M. Rogero, P.A. as special
counsel.

The firm will advise and represent the Debtor generally with
respect to its general business matters, including, without
limitation, evictions and other landlord tenant disputes.

The Court will hold a hearing Sept. 3, at 3 p.m. to consider final
approval of the request.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


COLLEGE BOOK: Aug. 27 Hearing on Trustee's Case Conversion Motion
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on Aug. 27, 2013, at 9 a.m. to consider the
motion to convert the Chapter 11 case of College Book Rental
Company, LLC to one under Chapter 7 of the Bankruptcy Code.

Robert H. Waldschmidt, the Chapter 11 trustee in the Debtor's
bankruptcy case, requests for the conversion of the case.

As reported in the Troubled Company Reporter on July 26, 2013, the
Court authorized the Debtor to sell certain assets to CBR Funding,
LLC.

According to the Debtor, no other party has made a competitive bid
for those assets, such that CBR Funding was the only bidder, and
the objections of McGraw-Hill Companies and the other publishers
are not well-founded and overruled.

The purchaser, pursuant to an asset purchase agreement, agreed to
acquire the assets for $4,500,000 consisting of (i) $4,100,000 in
the form of a credit bid and (ii) the assumed liabilities.

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.  The Trustee employed Robert H. Waldschmidt, Esq. at
Howell & Fisher, PLLC as his counsel.

The Debtor disclosed $17,913,543 in assets and $25,322,442 in
liabilities as of the Chapter 11 filing.


CONCHO RESOURCES: Reports $84.7 Million Net Income in Q2
--------------------------------------------------------
Concho Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $84.70 million on $562.78 million of total operating revenues
for the three months ended June 30, 2013, as compared with net
income of $319.29 million on $403.16 million of total operating
revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $114.79 million on $1.03 billion of total operating
revenues, as compared with net income of $350.41 million on
$876.94 million of total operating revenues for the same period a
year ago.

As of June 30, 2013, the Company had $9.24 billion in total
assets, $5.64 billion in total liabilities and $3.59 billion in
total stockholders' equity.

"Our performance during the second quarter of 2013 was exceptional
and highlights the quality of our assets across the resource-rich
Delaware and Midland Basins," commented Tim Leach, Concho's
chairman, CEO and president.  "Our Delaware Basin asset is now our
largest producing core area, a milestone that took just a little
over two years to achieve.  Production from our horizontal
Delaware Basin grew 37% over the previous quarter driven by our
industry-leading well results in both the northern and southern
Delaware Basin.  We have also drilled some of the industry's best
horizontal wells in our core Wolfberry position in the Midland
Basin and will expand that activity through the rest of the year."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/wggi0g

                    About Concho Resources Inc.

Concho Resources Inc. is an independent oil and natural gas
company engaged in the acquisition, development and exploration of
oil and natural gas properties.  The Company's operations are
focused in the Permian Basin of Southeast New Mexico and West
Texas.  For more information, visit Concho?s website at
www.concho.com.

                           *    *     *

As reported by the TCR on May 22, 2013, Moody's Investors Service
upgraded Concho Resources Inc.'s Corporate Family Rating to Ba2
from Ba3.

"The upgrade to Ba2 reflects Concho Resources' strong cash
margins, relatively high proportion of oil in the production mix,
and continued growth in production and reserves," said Arvinder
Saluja, Moody's Assistant Vice President-Analyst.

Concho Resources Inc. carries a BB+ corporate credit rating
from Standard & Poor's.


CONNAUGHT GROUP: Resolves WARN Class Action
-------------------------------------------
Law360 reported that high-end fashion retailer Connaught Group
Ltd. reached a deal with a class of former workers who claimed
they were not given adequate notice under the Worker Adjustment
and Retraining Notification Act that they would lose their jobs
when the company went bankrupt last year.

According to the report, the liquidating trustee for Connaught,
which obtained court approval of its liquidation plan in October,
has agreed to place $675,000 in a trust for the former employees
to resolve the dispute.

                      About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

The Connaught Group disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC disclosed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

On Oct. 10, 2012, the Bankruptcy Court confirmed the Debtors'
Chapter 11 plan, which would pay unsecured creditors as much as
64%.  Unsecured claims were projected to total as much as $20
million.  A joint venture between Royal Spirit Group and Tom James
Co. acquired the Debtors' business in April for $20 million in
cash and assumed the lease for the Debtors' Manhattan
headquarters.  Royal Spirit, a non-insider with the largest claim,
waived a $5.4 million claim.  Secured claims were paid when
the sale was completed.


COOPER-BOOTH: Seeks Extension to File Restructuring Plan
--------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
convenience-store supplier Cooper-Booth Wholesale Co. is seeking
to keep exclusive control over its Chapter 11 case for another 120
days as it continues to negotiate the terms of a Chapter 11
restructuring plan with its creditors.

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


CUMULUS MEDIA: Stock Issue No Impact on Moody's 'B2' CFR
--------------------------------------------------------
Moody's said Cumulus Media Inc. recently announced plans to issue
$77.2 million of new Series B preferred stock (initial 12% coupon)
to refinance existing Series A preferred stock (14% coupon,
scheduled to increase on September 16, 2013 to 17% plus the
increase in 90-day LIBOR over the last 2 years). Although, the
reduction in coupon will result in annual savings of roughly $3.8
million relative to the rate that would have gone into effect in
September, there is no immediate impact to the B2 corporate family
rating or stable outlook.

Headquartered in Atlanta, GA, Cumulus Media Inc. is the largest
pure-play radio broadcaster in the U.S. with approximately 520
stations (including under LMAs) in 108 markets and nationwide
radio networks serving over 5,000 affiliates. Cumulus is publicly
traded with Crestview Radio Investors, LLC owning an estimated
27.5% interest adjusted for the exercise of penny warrants. The
Dickey family owns 8.2% with Canyon Capital Advisors LLC owning
roughly 11% of common shares, and the remainder being widely held.
Net revenues pro forma for acquisitions and divestitures totaled
approximately $1.1 billion for LTM June 30, 2013.


DC DEVELOPMENT: Stay Lifted to Set Off Club Escrow Account
----------------------------------------------------------
The Hon. Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland approved a stipulation and consent order
entered among D.C. Development, LLC, et al., and Branch Banking
and Trust Company, providing that:

   1. The automatic stay in effect is terminated in respect of
      a club escrow account so as to permit BB&T to exercise its
      setoff rights against  the account, which will reduce the
      amount owed by the estate by $58,719, and to close the
      account.

   2. To the extent new and valid claims are made by members for
      the return of their deposits, it will be BB&T's
      responsibility, and not the Debtor's or its co-debtors', to
      satisfy the claims up to the amount paid by the member and
      deposited into the account; if such occurs, the amount owed
      by the Debtor or its co-debtors will be increased by the
      amount refunded by BB&T.

The Debtors related that prior to the commencement of the case,
the Debtor opened and maintained an escrow account with BB&T,
pursuant to the terms of a Deposit Agreement for Membership
Deposits dated July 10, 2004, as modified by the Modification of
Deposit Agreement for Membership Deposits dated Feb. 12, 2007.
The Debtor deposited funds into the account paid by members of the
"Clubs at Wisp" to assist in the funding of certain club
recreational facilities at the Wisp Resort.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar
& Sweeney LLC as counsel and tapped Invotex Group as financial
restructuring consultant. SSG Capital Advisors, LLC, serves as
exclusive investment banker to the Debtors.  The Official
Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel,
Forman & Leonard, P.A. as counsel.

In December 2012, the Bankruptcy Court approved the sale of the
Wisp resort to EPT Ski Properties, a unit of EPR Properties, for
$23.5 million.  The judge also approved the sale of a golf course
and other land to National Land Partners for $6.1 million.

In January 2013, Bankruptcy Judge Wendelin I. Lipp gave his stamp
of approval on a stipulation and consent order modifying a
previous ruling that allowed D.C. Development to sell a property
in McHenry, Maryland, and disburse sales commission.  MVB Bank and
Logan/Frazee/Yudelevit are counterparties to the stipulation.  DC
Development sold the 181 Kendall Camp Circle property free and
clear of liens, claims, encumbrances and interest, for $485,000.


DELPHI CORP: Insurers Score Victory in Coverage Dispute
-------------------------------------------------------
District Judge Paul A. Engelmayer for the Southern District of New
York affirmed an order by Bankruptcy Judge Robert D. Drain in the
Chapter 11 case of Delphi Corporation, now known as DPH Holdings
Corp., granting summary judgment in favor of insurance carriers,
ACE American Insurance Company and Pacific Employers Insurance
Company, and against regulators the State of Michigan Workers'
Compensation Insurance Agency and the State of Michigan Funds
Administration, related to an insurance coverage dispute.

The appeal, arising out of an adversary bankruptcy proceeding,
involves the scope of workers' compensation coverage purchased
from insurance carriers by Delphi.  The dispute pits state
regulators in Michigan, who argue for broad-ranging coverage,
against the carriers, who argue that the coverage they agreed to
provide was narrow.  Because Michigan law provides that the
state's workers' compensation fund will provide workers
compensation to employees when an employer cannot do so, this
litigation ultimately affects who is responsible for paying
workers compensation benefits to various employees of the debtor,
but it does not affect whether some entity has that
responsibility.

On October 16, 2012, after argument, Judge Drain issued a decision
from the bench holding that, on the basis of their plain language,
the insurance policies excluded all Delphi workplaces in Michigan
from their coverage, and covered only Delphi subsidiaries in
Michigan.  A written order was issued Nov. 1, 2012.

A copy of the District Court's Aug. 1 Opinion and Order is
available at http://is.gd/Rj6nAjfrom Leagle.com.

The case is STATE OF MICHIGAN WORKERS' COMPENSATION INSURANCE
AGENCY and STATE OF MICHIGAN FUNDS ADMINISTRATION, Defendants-
Appellants, v. ACE AMERICAN INSURANCE COMPANY and PACIFIC
EMPLOYERS INSURANCE COMPANY, Plaintiffs-Appellees, No. 12 Civ.
9292 (PAE) (S.D.N.Y.).

DPH Holdings Corp. is represented by Albert L. Hogan, III, Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP (IL).

The State of Michigan Workers' Compensation Insurance Agency and
the State of Michigan Funds Administration are represented by
Melanie L. Cyganowski, Esq., at Otterbourg, Steindler, Houston &
Rosen.

Ace American Insurance Company and Pacific Employers Insurance
Company are represented by Anton Metlitsky, Esq., and Jonathan D.
Hacker, Esq., at O'Melveny & Myers, LLP; and William C. Heuer,
Esq., at Duane Morris, LLP.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DETROIT, MI: Manager Hopes for a Clean Balance Sheet in 14 Months
-----------------------------------------------------------------
Reuters reports that Detroit's emergency manager voiced confidence
on August 7 that the city could emerge from bankruptcy before his
term expires in October 2014 and possibly without having to borrow
more money.

Even so, Kevyn Orr, the bankruptcy expert who was appointed in
March to a post that gives him almost unlimited power over
Detroit's finances, warned that the path back to financial health
will not be painless for Detroit's creditors, Reuters relates.

According to the report, Mr. Orr said if the city wins court
approval to proceed with the Chapter 9 bankruptcy filing it made
last month, virtually all of the city's creditors will have
payments on their bonds reduced.

"We may need a little bit of cash, or we may be able to stay cash-
flow free-and-clear without borrowing anything for the purposes of
the bankruptcy," Orr told Reuters in a wide-ranging interview.
"The schedule we're on, we should be able to get this done in 14
months, so I don't anticipate a need for me to stay on," Reuters
quotes Mr. Orr as saying.

Reuters notes that Detroit's bankruptcy has marked a new low for a
city formerly renowned as the cradle of the U.S. auto industry and
central to America's role as the "arsenal of democracy" in World
War Two.

The city's population has fallen from its peak of 1.8 million
people in 1950 to around 700,000 as manufacturing jobs moved
elsewhere along with the white population. Financial mismanagement
and political corruption have made things worse, the report adds.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Financial Woes Hurt Borrowing by Its Neighbors
-----------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that the Detroit Effect has rippled all the way to Wall
Street.

According to the report, two weeks after Detroit declared
bankruptcy, cities, counties and other local governments in
Michigan are getting a cold shoulder in the municipal bond market.

The judgment has been swift and brutal, the report said.
Borrowing costs are up around the state, in some cases
drastically. Saginaw County became the latest casualty when it
said it was delaying a $60 million bond sale, the report related.
It had hoped to put the proceeds into its pension fund.

It was the third postponed bond sale in Michigan since Detroit
dropped its bombshell on July 18, the report said.  The city of
Battle Creek said it would postpone a $16 million deal scheduled
for August because of concerns that investors would demand
interest rates that were too high, the report added.  Genesee
County also withdrew a $54 million bond sale from the market for
the same reason.

Detroit's bankruptcy, the largest ever by a municipality, has
raised fundamental concerns about the safety and security of
municipal bonds, certainly in Michigan but potentially elsewhere
in the country, too, according to the report.  The municipal bond
market appears to be sending Michigan's cities a message that no
matter how well rated they are, they are going to have to postpone
their plans and projects or pay more for them.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Grand Plans by Presidents Failed in Bankrupt City
--------------------------------------------------------------
Michael A. Fletcher, writing for The New York Post, reported that
during the Nixon years, Detroit's business elite laid plans for
the glittering Renaissance Center retail and office complex. The
Ford and Carter administrations brought the People Mover, an
elevated rail loop around downtown that hardly anybody rides
today.

Other presidential administrations introduced enterprize zone tax
breaks and empowerment zone development grants, the report
related.  President Obama promised to save the Motor City by
saving the auto industry.

But none of it worked, the report said.  Rather than becoming a
showplace for the transformational power of urban policy, Detroit
is remarkable mostly as a burial ground for good intentions -- of
both Democrats and Republicans.

Last month, Detroit became the largest city in U.S. history to
file for bankruptcy, sobering evidence that decades of government
and private-sector intervention was no match for decades of
residential and business flight that eroded the city's once ample
tax base, the report noted.

"It is as if the tide is going out and I take a fire hydrant and
pump as much water on the beach as possible," Charles Ballard, a
Michigan State University economist, told the newspaper. "No
matter how long I pump, there is still going to be more sand
showing."

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Duggan, Napolean to Face Off in Mayoral Election
-------------------------------------------------------------
Matthew Dolan, writing for Daily Bankruptcy Review, reported that
a former hospital executive who staged a write-in campaign for
mayor of Detroit appears to have won the most votes in a primary
contest Tuesday, beating a well-known county sheriff who had the
backing of labor unions, according to preliminary results.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: RDPMA to Fight Precedent-Setting Pension Case
----------------------------------------------------------
A new organization has formed to fight for the pension and tax
treatment of retired Detroit Police Department (DPD) personnel.
Within 2 weeks, the Retired Detroit Police Members Association
(RDPMA) has attracted nearly 300 members.

The main concern with Detroit's Chapter 9 that put RDPMA's
incorporation on the fast track is ensuring equal representation
for all police department personnel.  "Another organization
representing DPD personnel and Detroit fire fighters retained the
same counsel as the Detroit Retired City Employees Association.
This is a conflict as unlike the retired City of Detroit general
employees, the police department retirees do not have social
security benefits as supplemental income and are not eligible for
Medicare," says co-founder Brenda Goss Andrews, president of the
new association.

Ms. Andrews states, "While the imminent threat of Detroit's
bankruptcy accelerated the formation of our group, there have been
many events--nationally and locally-- that led to the forming of
RDPMA.  One example is the 2011 major rewriting of Michigan's tax
code and the subsequent income tax on pension benefits of retirees
under the age of 65."

Strobl & Sharp attorney, Lynn Brimer, legal counsel for RDPMA,
explains, "It is not unusual in bankruptcy proceedings for the
members of a creditors committee to have separate and distinct
interests.  I believe it is critical for the police retirees to
have RDPMA at the table.  RDPMA is not affiliated with retirees in
the general retirement system.  If benefits are reduced through
the Detroit Chapter 9, general retirees will still have a safety
net in social security and Medicare."

"Detroit is nationally significant because there is no precedent
where the bankruptcy court has issued an opinion with respect to
the authority of a municipality to reduce pension and retiree
benefits for police and firefighters.  Prior cases have reached
negotiated settlements between the municipalities and the
retirees," emphasizes Ms. Brimer.

"If there is a judicial determination in Detroit, the door swings
open for other municipalities to reduce retiree pensions as well,"
says Ms. Brimer.

"While the goal is to negotiate a settlement, the general fear is
that Detroit officials say the underfunding of the pension funds
is so significant and therefore unsecured pensions constitute such
a large portion of Detroit's debt that a settlement will not be
possible," says Ms. Brimer.

RDPMA plans to collaborate with all retiree groups and hopes that
everyone can work together to craft the best resolution for all
retirees and the City of Detroit.  "We want to work side-by-side
with the other organizations," says Ms. Andrews.

"In good faith we put our lives on the line, made personal
sacrifices and made financial decisions based on our
constitutionally promised pension benefits.  Our pensions should
not be cut at all," declares Ms. Andrews.

                           About RDPMA

The nonprofit Retired Detroit Police Members Association (RDPMA)
formed on July 23, 2013.  The non-union group represents retired
Detroit police department (DPD) personnel and the surviving
spouses of deceased DPD personnel.  The organization's sole
mission is to advocate for the members of the RDPMA concerning the
preservation, protection and enhancement of their pensions, health
care, and other benefits, in the public square and in judicial
proceedings, including any bankruptcy actions that may affect
their rights to continue to receive their full benefits.  For more
information go to www.rdpma.org.

                     About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Retiree Associations Continue to Fight for Interests
-----------------------------------------------------------------
Two associations representing retired Detroit city employees and
retired Detroit police and fire fighters remain committed to
advocating for retiree interests in Detroit's bankruptcy
proceedings.

The Retired Detroit Police and Fire Fighters Association (RDPFFA)
and the Detroit Retired City Employees Association (DRCEA) have
served the interests of thousands of Detroit retirees for decades
and continue to do so during Detroit's bankruptcy proceedings,
according to Brian O'Keefe, a founding partner of Lippitt O'Keefe.

"The City of Detroit's Chapter 9 bankruptcy petition clearly
represents a threat to the retirement benefits earned by thousands
of retired city employees," notes Mr. O'Keefe.  "These two
associations are dedicated to representing those interests, as
they have for decades."

                     Background Information

Both associations have been intricately involved in the pre-
bankruptcy filing and bankruptcy proceedings relative to the City
of Detroit and Emergency Financial Manager (EFM).  Prior to the
city's Chapter 9 filing, the associations attended, with counsel,
multiple presentations by the EFM and his staff.  Since the city's
filing, the associations, through counsel, have filed appearances,
filed a joint response to the city's Motion to Appoint a Retiree
Committee and presented arguments at an August 2nd hearing.  The
associations are committed to representing retiree interests as
they have since their inception.  Lippitt O'Keefe, PLLC serves as
general counsel for both associations and along with Silverman &
Morris, P.L.L.C. represent the associations in connection with the
bankruptcy case.

RDPFFA -- The predecessor of the RDPFFA -- http://www.rdpffa.org
-- was founded in 1946 and became known as the RDPFFA in 1970.
Membership of the RDPFFA is approximately 6,500, which is
approximately 80 percent of eligible retirees.

The RDPFFA maintains a staffed office at 2525 E. 14 Mile Road in
Sterling Heights, Mich., and is recognized as the representative
association for all Detroit police and fire retirees (and their
widows/widowers) nationwide.  The RDPFFA utilizes the services of
lobbyists in Lansing, has advanced the interests of its members
through litigation, maintains a website -- http://www.RDPFFA.com
-- holds monthly informational meetings and publishes a quarterly
news magazine.

The association has an elected board of directors and officers and
is headed by President Don Taylor, a former police officer and
union steward.  A retiree representative and a member of the
RDPFFA, also sit on the board of the Police and Fire Retirement
System of the City of Detroit (DPFRS).

DRCEA - The DRCEA -- http://www.drcea.org-- was founded in 1960
and over the past 53 years has played an active role in improving
and protecting retiree pensions and benefits.  The DRCEA maintains
a watch on the city administration, mayor, city council and GRS
board of trustees, continually monitoring actions that may affect
pension or retirement benefits.

In 1971, DRCEA's importance in city government was recognized when
the mayor appointed a retiree to the board of trustees of the
General Retirement System.  In 1974, the Detroit City Charter
required that the retiree representative on the General Retirement
System board of trustees be elected by retirees.  The association
became the acknowledged organization representing civilian retiree
interest in legislative and budget matters.

Today, there are approximately 12,100 City of Detroit retirees of
whom approximately 65 percent are dues-paying members of the
DRCEA.  In addition to those dues-paying members, it has always
been available to assist all retirees with retirement-related
issues, regardless of whether they are members of the DRCEA.

The DRCEA is and has always been a volunteer-based association and
all services provided by directors and officers are done in the
spirit of services and not compensation.  Shirley V. Lightsey, a
former manager of the Detroit Water and Sewer Department,
volunteers her time to serve as the elected president of the
DRCEA.  The DRCEA has an operational structure that includes a
pension liaison, a political action committee and a medical
benefit committee.  The DRCEA keeps in contact with its membership
and retiree constituency through mailings, newsletters, meetings,
its website and other sponsored events.

                     About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DEWEY & LEBOEUF: Barclays Hit With Another Suit Over Capital Loans
------------------------------------------------------------------
Law360 reported that another former Dewey & LeBeouf LLP partner
sued Barclays Bank PLC in New York federal court claiming he was
ripped off by the loan program used to finance capital
contributions at the now defunct firm.

According to the report, Geoffrey H. Coll, a securities litigator
now with Schiff Hardin LLP, alleges the U.K.-based bank has been
hounding him for the last year to repay a $189,000 loan under the
program that was never properly documented and is far beyond what
he actually owed the firm for his capital contribution.

The case is Coll v. Barclays Bank PLC, Case No. 1:13-cv-05523
(S.D.N.Y.), before Judge Thomas P. Griesa.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DEWEY & LEBOEUF: Trustee Sues BofA, Shook Hardy, MetLife
--------------------------------------------------------
Law360 reported that the trustee overseeing the liquidation of
Dewey & LeBoeuf LLP launched a dozen lawsuits against Bank of
America Corp., Metropolitan Life Insurance Co. and a group of law
firms, including Shook Hardy & Bacon LLP, seeking to recover what
he says were fraudulent transfers.

According to the report, trustee Alan M. Jacobs is demanding $3.9
million from BofA and between $19,000 and $500,000 from each of
the other defendants, which include Allen & Overy LLP and
Keightley & Ashner LLP.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DVORKIN HOLDINGS: Status Hearing Continued to November 18
---------------------------------------------------------
A continued Status hearing in the Chapter 11 case of Dvorkin
Holdings, LLC?s bankruptcy case will be held on Nov. 18, 2013, at
10:30 a.m.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


EASTERN HILLS: Wins Interim Approval to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in
an interim order, authorized Eastern Hills Country Club's use of
cash collateral in which secured creditors assert an interest,
pending a final order authorizing the use of cash collateral.

As reported in the Troubled Company Reporter on July 4, 2013, the
Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701, have filed security interests granting liens,
under agreement or statute, on inventory, accounts receivable and
proceeds.  If the IRS liens are valid, the State and VGM will not
have any rights in the cash collateral because the amount of cash
collateral is less than the debt owed to the IRS.

The Debtor would use the cash collateral to pay operating
expenses.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the secured parties
replacement liens in the property of the Debtor.  The secured
creditors' continuing replacement liens will have the same degree
of validity, perfection and priority as the liens had on the
Petition Date in the case.

Richard W. Ward, Esq., represented the Debtor; Jay W. Hurst, Esq.,
represented the Texas Comptroller of Public Accounts; and Adam L.
Flick, Esq., represented the Internal Revenue Service.

                        About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.


EASTMAN KODAK: Ricoh Breached IP in Alliance Gone Awry, Judge Says
------------------------------------------------------------------
Law360 reported that a New York federal judge granted summary
judgment for bankrupt Eastman Kodak Co. against Ricoh Co. Ltd. in
their row over a "comprehensive alliance" gone awry, ruling that
Ricoh owes additional royalty payments under a patent license
agreement for printers.

According to the report, U.S. District Judge Denise Cote agreed
with Kodak's argument that Ricoh subsidiary Pentax Corp. had
breached its patent licensing agreement with the photography
equipment company. The two companies had agreed to collaborate on
a joint project called ImageLink, the report said.

The case is Eastman Kodak Company v. Ricoh Company, Ltd., Case No.
1:12-cv-03109 (S.D.N.Y.), before Judge Denise L. Cote.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Ohio Objects to Proposed Enviro Deal With NY
-----------------------------------------------------------
Law360 reported that a bankruptcy settlement with New York
regulators proposed by Eastman Kodak Co. would illegally protect
company leaders from liability for environmental harm, the state
of Ohio told a New York bankruptcy court.

According to the report, Kodak proposed a settlement revised to
say that the company is liable for the cost of environmental
cleanups relating to an $8.5 million industrial complex it is
selling, addressing the demands of the New York Department of
Environmental Conservation.  But the Ohio Environmental Protection
Agency raised concerns over another Kodak facility, the report
noted.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Inks Deal on Amended Environmental Settlement
------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Eastman Kodak Co. says a settlement in which it will put up
millions of dollars to resolve environmental liabilities at its
corporate headquarters is back on track after the federal
government questioned the deal.

                      About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


ECO BUILDING: Amends December 31 Quarter Form 10-Q
--------------------------------------------------
Eco Building Products, Inc., has amended its quarterly report on
Form 10-Q for the period ended Dec. 31, 2012.

As restated, the Company reported a net loss of $3.97 million on
$1.36 million of total revenue for the three months ended Dec. 31,
2012.  The Company originally reported a net loss of $3.70 million
on $1.36 million of total revenue for the period.

The Company's amended balance sheet at Dec. 31, 2012, showed $3.31
million in total assets, $10.78 million in total liabilities and a
$7.46 million total stockholders' deficit.  The Company previously
reported $5.03 million in total assets, $10.88 million in total
liabilities and a $5.85 million total stockholders' deficit.

A copy of the amended Form 10-Q is available for free at:

                        http://is.gd/4pxcvn

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.


ECOTALITY INC: Mulls Bankruptcy Filing; Hires FTI Consulting
------------------------------------------------------------
Reuters reports that Ecotality Inc, a maker of chargers for
electric cars, said it may need to file for bankruptcy after
failing to increase sales.  According to Reuters, Ecotality, which
operates under three businesses -- Blink, Minit-Charger and eTec
Labs -- said it was exploring options for a restructuring,
including a sale, and had retained FTI Consulting as an adviser.

Reuters notes that if Ecotality files for bankruptcy, it will join
a long list of U.S. alternative-energy companies that have fallen
by the wayside.  The report recounts U.S. green car startup Coda
Holdings Inc filed for Chapter 11 bankruptcy protection in May
after selling just 100 of its all-electric sedans.


ELBIT VISION: Amends 2012 Annual Report
---------------------------------------
Elbit Vision Systems Ltd. has amended its annual report on Form
20-F for the year ended Dec. 31, 2012, initially filed with the
U.S. Securities and Exchange Commission on April 29, 2013, to
revise the report of the independent registered public accounting
firm which was erroneously filed undated.  The Report is amended
by way of inclusion of the appropriate date.  No other changes to
the Report are being made.  A copy of the amended Form 10-K is
available for free at http://is.gd/B9e1qu

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.

As of March 31, 2013, the Company had $3.58 million in total
assets, US$3.92 million in total liabilities and a US$332,000
shareholders' deficiency.


ENERGY SERVICES: Obtains $3 Million From Units Sale
---------------------------------------------------
Energy Services of America Corp. issued 121 units, (with each unit
consisting of one share of 6.0 percent Convertible Cumulative
Perpetual Preferred Stock, Series A and 2,500 shares of common
stock) to certain directors, executive officers and accredited
investors for an aggregate purchase price of $3 million and net
proceeds of approximately $3 million.

In addition, on Aug. 6, 2013, the Company issued 56 shares of
Series A Preferred Stock to Marshall T. Reynolds, the Chairman of
the Board of Directors of the Company, in exchange for Mr.
Reynolds agreement to cancel and forgive the Company's obligation
under a promissory note held by Mr. Reynolds in the aggregate
amount of $1,409,383.  Mr. Reynolds did not receive any shares of
common stock in connection with the exchange of the promissory
note.

The Company filed a Certificate of Designations on August 6 with
the Secretary of State of the State of Delaware.  The Certificate
of Designations authorizes the issuance of 240 shares of 6.0
percent Convertible Cumulative Perpetual Preferred Stock, Series
A.

The Series A Preferred Stock has a liquidation preference of
$25,000 per share of Series A Preferred Stock, plus an amount
equal to any accrued but unpaid dividends, whether or not
declared, thereon to and including the date of that liquidation.
The Series A Preferred Stock will accrue cumulative dividends
equal to 6.0 percent per year, which dividend is required to be
paid prior to any dividends on the common stock.

The Company may redeem the Series A Preferred Stock at a
redemption price of $25,000 per share plus accrued and unpaid
dividends, whether or not declared, thereon to and including the
date of redemption.  All redemptions must be on a pro rata basis.

A copy of the Form 8-K is available for free at:

                        http://is.gd/z5iTdb

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of $5.3
million on $143.4 million of revenue in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $50.19 million
in total assets, $45.69 million in total liabilities and $4.50
million in total stockholders' equity.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.


ENESCO GROUP: Count VI of Ch.7 Trustee's Suit v. Gov't Dismissed
----------------------------------------------------------------
Bankruptcy Judge A. Benjamin Goldgar granted the motion of the
United States of America to dismiss Count VI of the amended
adversary complaint of David R. Brown, chapter 7 trustee of Enesco
Group, Inc.  Count VI is dismissed for lack of subject matter
jurisdiction.  Mr. Brown has leave to file a supplemental amended
complaint.  The Internal Revenue Service and the IRS Commissioner
are dismissed as parties.

In Count VI, Brown asks the court to determine under section
505(a)(1) of the Bankruptcy Code, 11 U.S.C. Sec. 505(a)(1), that
the estate is entitled to a refund of wrongfully imposed federal
tax penalties.  The United States moves to dismiss Count VI for
lack of subject matter jurisdiction pursuant to Rule 12(b)(1),
Fed. R. Civ. P. 12(b)(1) (made applicable by Fed. R. Bankr. P.
7012(b)).  Alternatively, the United States requests judgment on
the pleadings on Count VI pursuant to Rule 12(c), Fed. R. Civ. P.
12(c) (made applicable by Fed. R. Bankr. P. 7012(b)).

According to Judge Goldgar, at first blush, subject matter
jurisdiction would seem to be secure. Because Mr. Brown wants to
recover tax penalties for the benefit of Enesco's creditors, the
claim is "related to" the Enesco bankruptcy case. 28 U.S.C. Sec.
1334(b) (granting subject matter jurisdiction over proceedings
"related to cases under title 11"). But Section 505(a)(2)(B) of
the Code limits the jurisdiction otherwise granted to bankruptcy
courts in Section 1334(b), declaring that a bankruptcy court may
not determine the estate's right to a tax refund unless certain
prerequisites are met. 11 U.S.C. Sec. 505(a)(2)(B). As the United
States correctly contends, Mr. Brown has failed to allege that he
has met those prerequisites.

The case is, ENESCO GROUP, INC., et al., Plaintiff, v. LEONARD A.
CAMPANARO, et al., Defendants, Nos. 07 B 565, 11 A 402 (Bankr.
N.D. Ill.).  A copy of the Court's Aug. 8, 2013 Memorandum Opinion
is available at http://is.gd/JoDOwMfrom Leagle.com.

                        About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- was a producer of giftware, and home
and garden decor products.  Enesco's product lines included some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributed products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company served markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' claims and
noticing agent.

Brad Berish, Esq., at Adelman & Gettleman, Ltd., and Nancy A.
Peterman, Esq., at Greenberg Traurig LLP, represented the Official
Committee of Unsecured Creditors as bankruptcy counsel.

In its schedules, Enesco disclosed total assets of $61,879,068 and
total debts of $231,510,180.

In August 2008, Judge Goldgar converted the chapter 11 case of
Enesco Group and its affiliates to a chapter 7 liquidation
proceeding at the behest of the U.S. Trustee for Region 11.  David
R. Brown was named the chapter 7 trustee to oversee the Debtors'
liquidation.


EVERGREEN OIL: Gets OK to Use Cash Collateral Until Sept. 6
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation authorizing Evergreen Oil, Inc., et al.,
to:

   a) enter into amendment number one to the DIP loan agreement
      with prepetition secured creditor, Guggenheim Private Debt
      Fund Note Issuer, LLC; and

   b) use cash collateral until Sept. 6, 2013, unless terminated
      earlier pursuant to the terms of the DIP Loan Agreement and
      the DIP order.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

David L. Neale, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P.
represents the Debtors as bankruptcy counsel; Jeffer, Mangels
Butler & Mitchell L.L.P. as special corporate counsel effective;
and Cappello Capital Corp. as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  Evergreen Oil Inc., disclosed $83,739,748 in assets
and $89,302,759 in liabilities as of the Chapter 11 filing.

The Debtors has filed a bankruptcy-exit plan that entails
distributing sale proceeds and other assets in the order of
priority called for in bankruptcy law.  The secured lender with
first call on proceeds is Guggenheim Corporate Funding LLC, as
agent, owed $66.2 million.  Unsecured creditors have no guaranteed
recovery.  The papers say they will receive what's left, if
anything, after creditors with higher priority are paid, including
Guggenheim.

The Official Committee of Unsecured Creditors tapped Mirman Bubman
& Nahmias LLC as general bankruptcy counsel.


EVERGREEN OIL: Timec Co. Balks as Confirmation of 3rd Amended Plan
------------------------------------------------------------------
Secured creditor and mechanics lienholder Timec Co. Inc., asks the
Bankruptcy Court to deny confirmation of the Third Amended Joint
Plan of Reorganization dated July 29, 2013, filed by Evergreen
Oil, Inc. and Evergreen Environmental Holdings, Inc.

TIMEC explains that the Debtors have not proposed the Plan in good
faith.  The Debtors are proposing a Plan which chooses to ignore
TIMEC's lien.  The Debtors are fully aware that if the Plan, as
proposed, is confirmed it will effectively and completely prevent
TIMEC from recovering on its mechanics lien, even if it is later
determined to be valid and superior to a portion of the
Prepetition Secured Lenders' stipulated $66,000,000 claim.

Additionally, TIMEC contends the Plan attempts to infringe on
TIMEC's state law rights by failing to set aside sufficient funds
to pay TIMEC the full amount of its mechanics lien claim if the
claim becomes allowed, and if TIMEC's seniority over a portion of
the Prepetition Secured Lenders' stipulated, first priority claim
is proven.

Robert J. Stemler, Esq. -- robert.stemler@kyl.com -- represents
the TIMEC Co. Inc.

                            The Plan

The Debtors proposed the Third Amended Plan for the resolution of
outstanding claims against and interests in the Debtors.  The Plan
will establish a reserve or reserves to ensure payment of any
claims in accordance with the terms of the Plan that arose in
whole or in part prior to the Effective Date but that are allowed
and payable after the Effective Date.

The Debtors will establish the creditor fund which will consist of
the cash necessary to make payments required to be made on the
Effective Date, and will be obtained from the proceeds and the
cash recovered by the estates with respect to retained claims, but
excluding proceeds related to insurance claim and avoidance
actions.

Copies of the Plan are available for free at

         http://bankrupt.com/misc/EVERGREEN_OIL_plan3.pdf
         http://bankrupt.com/misc/EVERGREENOIL_plan.pdf

An Aug. 14 confirmation hearing at 10 a.m. has been set.

In a separate filing, the Court entered an order extending until
Aug. 5, the voting deadline and to limit notice with respect to
the Third Amended Plan.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

David L. Neale, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P.
represents the Debtors as bankruptcy counsel; Jeffer, Mangels
Butler & Mitchell L.L.P. as special corporate counsel effective;
and Cappello Capital Corp. as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  Evergreen Oil Inc., disclosed $83,739,748 in assets
and $89,302,759 in liabilities as of the Chapter 11 filing.

The Debtors have filed a bankruptcy-exit plan that entails
distributing sale proceeds and other assets in the order of
priority called for in bankruptcy law.  The secured lender with
first call on proceeds is Guggenheim Corporate Funding LLC, as
agent, owed $66.2 million.  Unsecured creditors have no guaranteed
recovery.  The papers say they will receive what's left, if
anything, after creditors with higher priority are paid, including
Guggenheim.

The Official Committee of Unsecured Creditors tapped Mirman Bubman
& Nahmias LLC as general bankruptcy counsel.


EVERGREEN OIL: Has Until Oct. 5 to Decide on Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until Oct. 5, 2013, the deadline for Evergreen Oil, Inc.
and Evergreen Environmental Holdings, Inc., to assume unexpired
non-residential real property leases.

The Debtors, in their motion, stated that they had a Second
Amended Joint Plan of Reorganization dated July 11, 2013, which
proposes, among other things, to sell the Evergreen Stock, free
and clear of all claims, liens and encumbrances, to Safety-Kleen
Systems, Inc. or a qualified overbidder to effectuate a sale of
EOI's business as a going concern, and to use the proceeds of such
sale to repay EOI's creditors.  The Second Amended Disclosure
Statement was approved by the Court at a hearing held on July 11.
An Aug. 14, confirmation hearing has been set.

The Debtors anticipate that the leases will ultimately be assumed
and assigned to the purchaser of the Evergreen Stock through the
Plan.

On July 22, the Court approved the stipulation extending the
deadline by which EOI is required to assume unexpired non-
residential real property leases, as deadline may relate to the
premises located at 2415 Campus Drive, Suite 225, Irvine,
California.

                       About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

David L. Neale, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P.
represents the Debtors as bankruptcy counsel; Jeffer, Mangels
Butler & Mitchell L.L.P. as special corporate counsel effective;
and Cappello Capital Corp. as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  Evergreen Oil Inc., disclosed $83,739,748 in assets
and $89,302,759 in liabilities as of the Chapter 11 filing.

The Debtors have filed a bankruptcy-exit plan that entails
distributing sale proceeds and other assets in the order of
priority called for in bankruptcy law.  The secured lender with
first call on proceeds is Guggenheim Corporate Funding LLC, as
agent, owed $66.2 million.  Unsecured creditors have no guaranteed
recovery.  The papers say they will receive what's left, if
anything, after creditors with higher priority are paid, including
Guggenheim.

The Official Committee of Unsecured Creditors tapped Mirman Bubman
& Nahmias LLC as general bankruptcy counsel.


EVERGREEN OIL: Rochester Wong Approved as Employment Counsel
------------------------------------------------------------
The Bankruptcy Court authorized Evergreen Oil, Inc., and Evergreen
Environmental Holdings, Inc. to employ Rochester, Wong & Shepard,
A Professional Corporation, as special labor and employment
counsel.

As reported in the Troubled Company Reporter on July 16, 2013,
since 1999, RWS has represented EOI in connection with its labor
and employment issues and disputes. EOI seeks to employ RWS as its
special labor and employment counsel so that RWS may continue to
represent EOI:

   a. in connection with its labor and employment issues and
      disputes;

   b. in labor and employment matters which may arise or become
      an issue in connection with the sale transaction
      contemplated by the Plan; and

   c. in any other labor and employment matters which may arise
      during the pendency of EOI's Chapter 11 case and for which
      EOI may request RWS's assistance.

William R. Shepard, Esq., will be the attorney at RWS primarily
responsible for the representation of EOI. Mr. Shepard's hourly
billing rate is normally $345; however, RWS has agreed that
Mr. Shepard's hourly rate will be $305 in connection with RWS's
representation of EOI in the case.

Mr. Shepard assures the Court that RWS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

David L. Neale, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P.
represents the Debtors as bankruptcy counsel; Jeffer, Mangels
Butler & Mitchell L.L.P. as special corporate counsel effective;
and Cappello Capital Corp. as exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.  Evergreen Oil Inc., disclosed $83,739,748 in assets
and $89,302,759 in liabilities as of the Chapter 11 filing.

The Debtors have filed a bankruptcy-exit plan that entails
distributing sale proceeds and other assets in the order of
priority called for in bankruptcy law.  The secured lender with
first call on proceeds is Guggenheim Corporate Funding LLC, as
agent, owed $66.2 million.  Unsecured creditors have no guaranteed
recovery.  The papers say they will receive what's left, if
anything, after creditors with higher priority are paid, including
Guggenheim.

The Official Committee of Unsecured Creditors tapped Mirman Bubman
& Nahmias LLC as general bankruptcy counsel.


EXCEL MARITIME: Christiana Trust Named Member of Creditors' Panel
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, replaced Deutsche
Bank Trust Company Americas with Chistiana Trust as member of the
official committee of unsecured creditors in the Chapter 11 cases
of Excel Maritime Carriers LTD., et al.

The Committee members are:

   1. Zazove Associates, LLC
      235 Montgomery Street, Suite 440
      San Francisco, California 94104
      Attn: Nicholas Brown, CFA
      Telephone: (847) 239-7100

   2. Christiana Trust,
      A Divistion of Wilmington Savings Fund Society, FSB
      500 Delaware Avenue, 11th Floor
      Wilmington, Delaware 19899
      Attn: Patrick J. Healy, Director of Global Bankruptcy &
            Restructuring Services
      Telephone: (302) 888-7420

   3. Fidelity Investments
      82 Devonshire Street, V13H
      Boston, Massachusetts 02109
      Attn: Nate Van Duzer, Managing Director
      Telephone: (617) 392-8129

   4. Silverback Asset Management, LLC
      1414 Raleigh Road, Suite 250
      Chapel Hill, North Carolina 27517
      Attn: Jason Ham, Analyst
      Telephone: (919) 969-9300

   5. Kayne Anderson Capital Advisors, L.P.
      1800 Avenue of the Stars
      Los Angeles, California 90403
      Attn: Eri Nosaka, Research Analyst
      Telephone: (310) 284-6461

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXCEL MARITIME: Creditors' Panel Wants End of Exclusivity Period
----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York to end the
exclusivity period granted to Excel Maritime Carriers LTD., et
al., to allow other interested parties to propose their
reorganization plans for the Debtors.

The Creditors' Committee complains that the Debtors' prepackaged
plan only benefits the secured lenders and controlling
shareholders.  The prepackaged plan would give ownership of the
company to secured lenders owed $771 million, although the lenders
will allow current owner Gabriel Panayotides to maintain control
least initially and buy the company back later.  The Committee is
opposed to the aspect of the plan where the current owner can
retain an interest while unsecured creditors receive "nominal to
no distribution."

As previously reported by The Troubled Company Reporter, the
Committee has hinted that a group of holders of convertible notes
will be submitting a competing plan to reorganize the Debtors.
The Committee said in court papers that "certain" holders of
convertible notes are working on a competing plan to "infuse
capital" including no commitment for a "specific management team."
The creditors said the competing plan will "comply with applicable
bankruptcy law," in contrast to the company plan they find
defective.

The Creditors' Committee proposes to retain as bankruptcy counsel
Michael S. Stamer, Esq. -- mstamer@akingump.com -- Sean E.
O'Donnell, Esq. -- sodonnell@akingump.com -- and Sunish Gulati,
Esq. -- sgulati@akingump.com -- at AKIN GUMP STRAUSS HAUER & FELD
LLP, in New York; and Sarah Link Schultz, Esq. --
sschultz@akingump.com -- at AKIN GUMP STRAUSS HAUER & FELD LLP, in
Dallas, Texas.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXCEL MARITIME: Sells 2 Vessels for $43.2MM to Credit Suisse
------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved the sale of Excel Maritime Carrier
LTD., et al.'s two vessels, the M/V Mairouli and the M/V July M,
for $43.2 million to Credit Suisse, as the stalking horse bidder..

The Stalking Horse Bidder credit bid approximately $43.2 million,
comprising all of the Debtors' indebtedness to it.

As previously reported by The Troubled Company Reporter, prior to
commencement of the Chapter 11 cases, the Debtors began
negotiating with Credit Suisse to restructure and settle the
obligations under the Odell/Minta Facility, including possibly via
an agreed foreclosure proceeding or the Debtors' formal
abandonment of the vessels to Credit Suisse, pursuant to Section
554 of the Bankruptcy Code.

The Debtors and Credit Suisse ultimately reached an agreement
whereby the Company will sell 100% of its stock ownership of Odell
and Minta, pursuant to a sale under section 363 of the Bankruptcy
Code. In short, Credit Suisse has agreed to credit bid, pursuant
to Section 363(k) of the Bankruptcy Code, up to the maximum amount
of its secured claim against the vessels securing the Odell/Minta
Facility.  The transaction will be effectuated by a transfer by
Excel Maritime Carriers of the shares in Odell and Minta, with
Credit Suisse directing the stock to Blueberry Shipping.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXCO RESOURCES: Moody's Rates $300MM Sr. Secured Term Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to EXCO Resources,
Inc's $300 million senior secured term loan, and affirmed its B1
Corporate Family Rating and B3 senior unsecured notes rating. The
outlook is stable.

"While XCO's July acquisition of producing and undeveloped oil and
gas properties in the Haynesville and Eagle Ford shale formations
is a leveraging transaction, we are of the view that XCO's
leverage metrics will accommodate the increased debt levels the
transaction represents within the parameters of its B1 CFR,"
commented Andrew Brooks, Moody's Vice President. "The acquired
producing assets will augment existing cash flow, which is in
decline, and Eagle Ford adds modest oil exposure, contributing an
element of diversity to an asset base that has struggled to
generate economic returns given the company's near total exposure
to natural gas."

Ratings assigned:

  Senior secured term loan, rated Ba3 LGD3, 35 %

Ratings affirmed:

  Probability of Default Rating, Affirmed B1-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Corporate Family Rating, Affirmed B1

  Senior Unsecured Regular Bond/Debenture Sep 15, 2018, Affirmed
  B3 LGD5, 88 % from a range of LGD5, 83 %

Ratings Rationale:

The Ba3 rating on the proposed $300 million senior secured term
loan reflects its position in the capital structure, parri pasu
with over $1.6 billion of other secured debt and senior to $750
million of unsecured notes. In addition to the proposed term loan,
XCO has a $1.6 billion secured borrowing base revolving credit
(which includes the $300 million term loan sub-limit) and a $400
million one-year acquisition bridge facility.

In July, XCO closed on an approximate $1.0 billion acquisition of
producing and undeveloped properties in the Eagle Ford and core
Haynesville shale formations from Chesapeake Energy Corporation
(CHK, Ba2 stable). Approximately $680 million of the purchase
price was allocated to the Eagle Ford, whose May 2013 production
averaged a net 6,100 barrels of oil equivalent (Boe) per day, with
the balance of the purchase price allocated to the Haynesville,
whose net production was averaging 114 mmcfe per day. An amended
and expanded $1.6 billion secured borrowing base revolving credit
facility ($474 million was outstanding at June 30) together with
the proposed term loan and $400 million acquisition bridge
comprise the acquisition financing package. Moody's expects the
acquisition bridge to be repaid with the net proceeds of the
probable sale of XCO's 50% owned Haynesville gathering system --
TGGT Holdings, LLC, and the $131 million contribution from
Kohlberg Kravis Roberts & Co, L.P. (KKR) for a 50% stake in
certain of the Eagle Ford undeveloped acreage. XCO has also
entered into a joint venture agreement with KKR providing for the
financing of the development of this undeveloped acreage, which
will likely require XCO to incur additional ongoing indebtedness
in order to acquire from KKR the production developed under the
terms of this agreement. Moody's is concerned that the KKR
repurchase arrangement could pressure the company's liquidity.

XCO has reduced outstanding debt by 28% to $1.3 billion at June 30
from year-end 2012 levels, largely through the sale proceeds
derived from its February 2013 partnership formed with Harbinger
Group Inc. (HRG, B2 stable) into which it contributed
conventional, non-shale assets whose production approximated 100
mmcfe per day. Pro forma for the HRG partnership (in which XCO
holds a 24.5% limited partner interest and 50% of the general
partner), debt on production on a second quarter run-rate basis
equated to approximately $19,400 per Boe of average daily
production.

As a result of the acquisition's debt financing, exacerbated by
continuing production declines in the Haynesville, Moody's expects
XCO's relative debt leverage to again increase, rising to a level
exceeding $25,000 on production. This is a level Moody's has
previously cited as one which could prompt a possible negative
rating action. However, to the extent that the Eagle Ford
acquisition will likely add higher margin oil production, cash
flow and margins should exhibit some modest improvement. Moreover,
Moody's believes that debt leverage will likely not be sustained
at this higher level presuming the acquisition begins to yield its
expected production increases, and further presuming XCO maintains
ongoing spending discipline. In Moody's view, XCO's B1 CFR will
accommodate the increased leverage this acquisition represents
without detracting from that rating.

The rating outlook is stable reflecting the actions XCO has
undertaken to align its spending with lower cash flow, and based
on presumed stability in its outstanding debt levels. A ratings
downgrade could be considered if liquidity falls below $200
million. Moody's is concerned that the KKR Eagle Ford production
repurchase arrangement could strain the company's liquidity.
Additionally, a downgrade could occur if leverage approaches and
is sustained above $14 of debt per Boe of proved developed
reserves, or $25,000 per Boe of average daily production. This
would be likely should the company undertake a sizable debt-
financed acquisition. A rating upgrade in the near term is
unlikely. However, should XCO restore a growth trajectory to its
reserves and production while reducing debt leverage to $8 per Boe
of proved developed reserves and $15,000 per Boe of average daily
production, and increase its cash margins sufficient to sustain a
1.5x leveraged full-cycle ratio, an upgrade could be considered.

EXCO Resources, Inc. is an independent exploration and production
company headquartered in Dallas, Texas.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


EXIDE TECHNOLOGIES: Sec. 341 Meeting Continued to Aug. 14
---------------------------------------------------------
The U.S. Trustee for Region 3 continued until Aug. 14, 2013, at
3 p.m., the meeting of creditors pursuant to 11 U.S.C. Sec. 341 in
the case of Exide Technologies.  The meeting will be held at Room
5209, 844 King Street, Room 2112, in Wilmington, Delaware.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


EXIDE TECHNOLOGIES: Lowenstein Sandler Okayed as Committee Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Exide Technologies to retain Lowenstein Sandler LLP as its
counsel.

As reported in the Troubled Company Reporter on July 25, 2013, the
firm's rates are:

   Professional                  Hourly Rates
   ------------                  ------------
   Partners of the Firm          $500 to $985
   Senior Counsel and Counsel    $385 to $685
   Associates                    $275 to $480
   Paralegals and Assistants     $160 to $270

The Committee believes the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


EXIDE TECHNOLOGIES: Panel Can Hire Morris Nichols as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Exide Technologies to retain Morris, Nichols, Arsht &
Tunnel LLP as its co-counsel.

As reported in the Troubled Company Reporter on July 25, 2013, the
firm will, among other things, provide these services:

   a) advise the Committee with respect to its rights, duties, and
      powers in this case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this case; and

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors in negotiating with such creditors.

The firm's rates are:

    Professional             Rates
    ------------             -----
    Partners             $515 to $820
    Associates           $285 to $510
    Paraprofessionals    $225 to $285
    Case Clerks                  $140

The Committee believes the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


EXIDE TECHNOLOGIES: Panel Can Hire Zolfo Cooper as Fin'l Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Exide Technologies to retain Zolfo Cooper LLC as its
bankruptcy consultants and financial advisors.

As reported in the Troubled Company Reporter on July 25, 2013, the
firm will, among other things, provide these services:

   a. assist counsel to the Committee in support of the financial
      elements of various Court pleadings filed throughout the
      chapter 11 case;

   b. monitor the Debtor's cash flow and operating performance;
      and

   c. analyze and comment on operating and cash flow projections,
      business plans, operating results, financial statements,
      other documents and information provided by the
      Debtor/Debtor's professionals, and other information and
      data pursuant to the Committee's request.

Zolfo Cooper charges based on actual hours expended to perform its
services at standard hourly rates established for each employee,
as adjusted semi-annually.

The billing rates for professionals who may be assigned to this
engagement in effect as of January 1, 2013, are as follows:

     Professional                   Rates
     ------------                   -----
     Managing Directors          $800 - $895
     Professional Staff          $265 - $780
     Support Personnel            $55 - $310

The Committee attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick And Company Inc. as public relations consultant
and GCG as claims agent.

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


EXPLO SYSTEMS: Explosives Company Files Chapter 11 in Louisiana
---------------------------------------------------------------
Explo Systems, Inc., filed for bankruptcy on Aug. 12 in U.S.
District Court in Shreveport, Louisiana.

Vickie Welborn, writing for Shreveport Times, reports that the
bankruptcy filing was made late afternoon on Monday -- hours
before company officials were to appear in Webster Parish Court to
answer an eviction notice from the Louisiana Army National Guard.
That hearing Friday morning will be canceled because the future of
the explosives company now falls in the hands of the federal
bankruptcy court.

The report relates LANG in June filed suit against Explo seeking
to have it removed from the property because of nonpayment of more
than $1.4 million in delinquent rent and expenses related to an
October explosion that rocked the surrounding area and sent some
Doyline residents away from their homes for more than a week.

The report also notes that last week, the Bureau of Alcohol,
Tobacco, Firearms and Explosives revoked Explo's permit to handle
explosives.  The ATF stated in its notice dated Aug. 5 that Explo
violated the federal Safe Explosives Act.

The report also recounts that on June 10, six company officials
were indicted on charges related to the improper storage of
explosives materials on its site at Camp Minden. The document
further states Explo violated the law and regulations on Nov. 27
by failing to store the material as required.

In its petition, the Company said it owes its top 20 creditors
almost $3 million.


FIBERTOWER CORPORATION: Seeks Further Extension of Exclusivity
--------------------------------------------------------------
Fibertower Network Services Corp., et al., ask the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, to
further extend their exclusive period to file a Chapter 11 plan
until Oct. 28, 2013, and exclusive period to solicit acceptances
of that plan until Dec. 26.

According to Paul N. Silverstein, Esq., at Andrews Kurth LLP, in
New York, the Debtors require the additional time because,
although the Debtors anticipate filing a Chapter 11 plan in
advance of the proposed deadlines, the Debtors need the additional
time to negotiate and finalize the terms of any plan with their
first lien secured creditor constituency -- i.e., the 2016
Noteholders.

The Debtors have also filed a Bridge Order Motion asking the Court
to extend their Exclusivity Periods until the time that the Court
rules on the merits of the Exclusivity Motion.

Jonathan I. Levine, Esq., at ANDREWS KURTH LLP, in New York; and
Michelle V. Larson, Esq., at ANDREWS KURTH LLP, Dallas, Texas,
also represent the Debtors.

                  About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

In February 2013, FiberTower filed with the Court a motion to sell
assets that are primarily utilized by the Debtors to provide
wireless backhaul services in the State of Ohio to Cellco
Partnership (dba Verizon Wireless) free and clear for $1.5
million.  Verizon Wireless will also pay the pre-closing, monthly
operating costs incurred by the Debtors in connection with
operating the business in an amount not to exceed $258,000 per
month and a monthly fee of $20,000 for certain transition services
relating to the assets following the closing.


FIELD FAMILY: Hearing on Disclosure Statement Continued to Aug. 14
------------------------------------------------------------------
The hearing to consider the approval of the explanatory statement
for Field Family Associates, LLC?s Chapter 11 Plan of
Reorganization has been continued to Aug. 14, 2013, at 1:30 p.m.

As reported in the TCR on July 10, 2013, he Plan, which was filed
on June 27, 2013, contemplates the reorganization of the Debtor
and the satisfaction of all outstanding Claims against the Debtor
over time.

The Plan will be funded from cash on hand, cash from future
operations, and a loan in the approximate amount of $2 million
from LaGuardia Express LLC, an affiliate of the Debtor.  All
Claims will be satisfied by cash payments or the issuance of cash
flow notes to be issued by the Debtor.  Existing LLC interests in
the Debtor will be preserved in the Reorganized Debtor.

Pursuant to the Plan:

  -- Holders of priority tax claims estimated at $452,069 (Class
1), secured tax claims estimated at $111,796 (Class 2), and
general unsecured claims estimated at $809,253 (Class 5) will
receive the same treatment.  They will receive amortized quarterly
payments equal to their allowed claims over a four-year period
with interest at the rate of 1% per annum, with the firm payment
made on the Effective Date.

  -- Wells Fargo, as trustee (Class 3), which has an estimated
claim of $31,328,991 (claim of $39,501,576 less $8,172,584
defeasance fee of $8,172,587), will receive a: (i) a restructuring
fee of 0.5 percent of the principal amount of $30,930,650, (ii)
interest-only payments from the Effective Date to the date which
is 18 months after the Effective Date, which will accrue at a
fixed rate of 5.5% per annum, (iii) at the option of the Debtor,
full by payment in cash on the Effective Date of (i) principal in
the amount of $30,930,650; (ii) accrued and unpaid interest owed
on the Note at the default rate provided in the Note through the
Effective Date; and (iii) any amounts for late fees, attorney's
fees, and other reasonable fees. The Debtor believes that the Plan
will be acceptable to Wells Fargo.

  -- Holders of "affiliate unsecured claims" (Class 6) will
receive, on the Effective Date, a cash flow note which will accrue
interest at 1% per annum but provide for no payments from the
Debtor until the repayment in full of all amounts due to all of
the Debtor's other creditors holding claims on the Effective Date.

  -- Holders of interests (Class 7) are unimpaired.

A copy of the disclosure statement is available at:

        http://bankrupt.com/misc/fieldfamily.doc229.pdf

The disclosure statement was submitted by Lawrence G. McMichael,
Esq., Peter C. Hughes, Esq., and Catherine Pappas, Esq., at
Dilworth Paxson LLP, counsel for the Debtor.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FREDDIE MAC: Posts $5 Billion Profit in Q2 Ended June
-----------------------------------------------------
The Associated Press reports that Freddie Mac earned $5 billion
from April through June, the seventh straight profitable quarter
for the mortgage investor.

The news agency say the second-quarter gain reported on August 7
compares with net income of $3 billion in the same period last
year. Freddie said its earnings were largely because of increased
profits from investments made to hedge against rising interest
rates. That helped offset losses on mortgages during the quarter,
according to AP.

AP says Freddie, based in McLean, Va., will pay a dividend of $4.4
billion to the United States Treasury next month and is requesting
no additional aid.

AP notes that the government rescued Freddie and its larger
sibling, Fannie Mae, during the financial crisis in 2008.
Together, they received loans of about $187 billion.

A housing recovery that began last year has made both profitable
again. Combined, they have paid back roughly $136 billion of their
government loans. Those payments are helping to make this year's
federal budget deficit the smallest since President Obama took
office.

Once the second-quarter dividend is paid, Freddie will have repaid
$41.4 billion of the roughly $71.3 billion it received from
taxpayers, AP reports.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GB HERNDON: Court Disallows Portion of Polsinelli Fee Request
-------------------------------------------------------------
Polsinelli Shughart PC, special counsel to GB Herndon and
Associates, Inc., when the case was still in Chapter 11, will take
home $164,055.28 in fees and $6,987.19 in expenses, for a total of
$171,042.47.  Bankruptcy Judge S. Martin Teel, Jr., rejected more
than half of the amount Polsinelli originally requested.  The firm
sought an award of $345,785.83 in fees and reimbursement of
$9,175.10 in expenses.

In contrast to Polsinelli, the debtor's bankruptcy counsel,
Richard Gins, sought and was awarded only $35,995.00 in fees plus
costs and expenses of $175.00.

Polsinelli was employed to represent the debtor with respect to
(1) the sole adversary proceeding in the case, a civil action that
was removed from the Superior Court of the District of Columbia,
and (2) a motion for relief from the automatic stay to permit
foreclosure against the debtor's principal asset (a motion, which
at one point, might have been affected by the liability issues
being addressed in the adversary proceeding). The adversary
proceeding was relatively straightforward, and the issue of
liability was disposed of by way of partial summary judgment well
before the hearing on the motion for relief from the automatic
stay. Polsinelli played a minor role with respect to that motion
for relief from the automatic stay, with Gins being the attorney
arguing against the motion at the hearing on the motion.

Polsinelli was also representing the two guarantors of the
debtor's mortgage indebtedness, and often its billings relate to
work done for the benefit of those two guarantors, and not for the
benefit of the bankruptcy estate.

Premier Bank, Inc. objected to the application. Premier Bank, Inc.
is the successor in interest to Adams National Bank.

A copy of Judge Teel's Aug. 2, 2013 Memorandum Decision is
available at http://is.gd/3W75Kdfrom Leagle.com.

GB Herndon and Associates, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. D.C. Case No. 10-00945) on Sept. 24, 2010.  The case
was converted to a case under Chapter 7 of the Bankruptcy Code on
Nov. 3, 2011.


GGW BRANDS: Bankruptcy Court OKs $28MM Deal With Wynn
-----------------------------------------------------
Law360 reported that a federal bankruptcy judge approved a
settlement agreement between casino magnate Stephen A. Wynn and
the bankruptcy trustee of the California company behind the "Girls
Gone Wild" video series, reducing Wynn's claims against the
company to $28 million.

According to the report, U.S. Bankruptcy Judge Sandra R. Klein's
approval comes two weeks after creditors in the bankruptcy railed
against the settlement, which reduces Wynn's claims against GGW
Brands LLC, arguing that it unfairly favors Wynn and neglects at
least $8.7 million in claims owed to other creditors.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GORDIAN MEDICAL: Seeks Court Nod to Obtain $4MM in DIP Financing
----------------------------------------------------------------
On Aug. 19, 2013, at 2:00 p.m., Gordian Medical, Inc., through
counsel, will move the U.S. Bankruptcy Court for the Central
District of California for the entry of an order authorizing the
Debtor to obtain secured postpetition indebtedness from its
President, Gerald DelSignore, in the amount of up to $4 million to
fund the payment of the Debtor?s costs of operations.

The DIP Note will bear interest at the rate of 5% per annum.  The
default rate will be 7%.  The interest will accrue and be
payable with the principal of the Promissory Note.

The Maturity Date of the Loan will be on Feb. 1, 2014.

The Obligations of the Debtor under the DIP Note and the DIP
Financing Order, (i) pursuant to Section 364(c)(1) of the
Bankruptcy Code, will at all times constitute allowed
superpriority claims, and (ii) pursuant to Section 364 (c)(2) of
the Bankruptcy Code, will be secured by perfected first priority
liens on and security interests in the DIP Collateral.

The Motion was submitted by:

     Samuel R. Maizel, Esq.
     Scotta E. McFarland, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     10100 Santa Monica Blvd., 13th Floor
     Los Angeles, CA 90067
     Tel: (310) 277-6910
     Fax: (310) 201-0760
     E-mail: smaizel@pszjlaw.com
             smcfarland@pszjlaw.com

     Attorneys for Gordian Medical, Inc.

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  Fulbright &
Jaworski LLP serves as the Debtor?s special regulatory counsel.
Loeb & Loeb LLP serves as the Debtor?s special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


HAWAII OUTDOOR: Aug. 26 Hearing on Continued Cash Collateral Use
----------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii, in an eighth interim order, authorized David
C. Farmer, Chapter 11 trustee for Hawaii Outdoor Tours, Inc., to
use cash collateral until Aug. 26, 2013, to continue operating the
property located at 93 Banyan Drive, Hilo, Hawaii, which includes
the hotel known as Naniloa Volcanoes Resort and a nine-hole golf
course known as the Naniloa Volcanoes Gold Club.

The Court will hold another hearing on Aug. 26, at 9:30 a.m., on
the Debtor's continued use of cash collateral.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor granted First Citizens Bank a
replacement lien against all property of the Debtor, a
superpriority administrative claims status, subject to carve out
on certain expenses.

Timothy J. Hogan, Esq., represents the Chapter 11 trustee.

                About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortal alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HIGHWAY TECHNOLOGIES: Aug. 14 Hearing on DIP Loan Extension
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a final hearing on Aug. 14, 2013, at 3 p.m. to consider a
stipulation approving a modified budget and extending the DIP loan
maturity date.

The stipulation entered among Highway Technologies, Inc., the DIP
Lenders, the prepetition agent, and the Official Committee of
Unsecured Creditors provides for:

    i) the modified loan budget not to exceed $2,000,000; and

   ii) the extension of the maturity date from July 31,
       until Aug. 14, pending entry of a final DIP order, and
       to Sept. 6, upon entry of the final DIP order.

As reported in the Troubled Company Reporter, Judge Kevin J. Carey
on May 24 granted interim approval of the DIP financing, thus
allowing the Debtors to access $2 million pending final approval.
The Debtor has requested to borrow $3 million to fund the
liquidation of their assets in an orderly fashion.

The DIP facility is being provided by Oak Hill Special
Opportunities Fund, L.P., Oak Hill Special Opportunities Fund
(Management), LP and Wynnchurch Capital Partners II, L.P., which
are a subset of the prepetition lenders.

The DIP facility consists of a multi-draw term loan facility in an
aggregate principal amount of up to $3 million.  The DIP lenders
will receive a DIP fee equal to 3% of the DIP loans.  The DIP
loans will bear interest at 10% per annum, with the interest
rising to 12% in the event of default.

As of the Petition Date, the aggregate amount of principal and
accrued interest owed under the prepetition loan documents to the
prepetition lenders is $67,109,035, which does not include fees
and expenses.

A copy of the terms is available for free at:

   http://bankrupt.com/misc/HIGHWAYTECHNOLOGIES_financing.pdf

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP,
serves as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.  Gavin/Solmonese LLC serves as
its financial advisor.


HIGHWAY TECHNOLOGIES: Panel May Hire Richards Layton as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Highway Technologies, Inc. to retain Richards Layton &
Finger, P.A. as its bankruptcy counsel.

As reported in the Troubled Company Reporter on July 30, 2013, the
firm attests it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP,
serves as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.  Gavin/Solmonese LLC serves as
its financial advisor.


HIGHWAY TECHNOLOGIES: Lenders to Fund Unsecured Creditors Trust
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Highway Technologies, Inc., et al., on July 19 filed
papers with the Bankruptcy Court disclosing the terms of a
settlement between the lenders: (a) Ableco Finance LLC, in its
capacity as administrative and collateral agent under the Debtors'
Financing Agreement dated as of Feb. 15, 2007; (b) the lenders
identified as signatories to the prepetition financing agreement;
(c) Oak Hill Special Opportunities Fund, L.P., Oak Hill Special
Opportunities (Management) Fund, L.P. and Wynnchurch Capital
Partners II, L.P., (collectively, the DIP Lenders) in their
capacity as postpetition lenders, which approved on May 24, 2013;
(d) Oak Hill Special Opportunities Fund, L.P., Oak Hill Special
Opportunities Fund (management), L.P., Oak Hill Advisors L.P., Oak
Hill Capital Management, LLC, Wynnchurch Capital Ltd., and
Wynnchurch Capital Partners II, L.P., in their capacities as
shareholders, officers or directors of the Debtors or HTS
Holdings, Inc.; and the Committee.

The Committee relates that the settlement was the result of
negotiations and provides avenue for the maximization of value for
all constituencies.  The stipulation also provides for significant
recoveries to unsecured creditors and payments to the estates, all
while allowing the Debtors to focus on marketing and selling their
assets.

Specifically, the settlement provides for:

   1. the prepetition lenders to contribute to a trust, for
      the benefit of general unsecured creditors 80 percent of
      the net recoveries from the sale of the Debtors' rolling
      stock;

   2. a sharing arrangement with respect to recoveries from
      certain potential litigation;

   3. provides for $500,000 cash to the estates in exchange for a
      release granted to the sponsors;

   4. provides for a significant increased budget for the
      Committee's prefessional fees and expenses from $225,000 to
      $425,000 -- to allow, among other things, an investigation
      of possible causes of action;

   5. resolves the objection to the DIP motion and conversion
      motion; and

   6. provides mutual releases.

A copy of stipulation is available for free at
http://bankrupt.com/misc/HIGHWAYTECHNOLOGIES_settlement.pdf

The U.S. Trustee's Office has objected to the proposed global
settlement, as reported in the Troubled Company Reporter on
Aug. 8, 2013.  The U.S. Trustee argues that the accord turns the
Bankruptcy Code "on its head" by allowing unsecured creditors to
get their money before more senior claimants are paid in full.

The proposed settlement resolves the unsecured creditors
committee's concerns about the Debtors' $3 million post-petition
loan.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP,
serves as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.  Gavin/Solmonese LLC serves as
its financial advisor.


HIGHWAY TECHNOLOGY: Creditors Refute Trustee's Settlement Qualms
----------------------------------------------------------------
Law360 reported that the creditors committee in Highway
Technologies Inc.'s Chapter 11 proceedings said that the U.S.
Trustee had "missed the mark" when it took issue with a proposed
settlement among creditors, arguing the bankruptcy watchdog had
overstated concerns about administrative and priority creditors
not being paid enough.

According to the report, the official committee of unsecured
creditors told the Delaware bankruptcy court that the likelihood
of Highway Technologies' case being administratively insolvent is
slim, even after the effects of the proposed settlement are
factored in.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski at Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Debtors.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.


ICP STRATEGIC: Bankruptcies to Center in Cayman Islands
-------------------------------------------------------
Law360 reported that a New York bankruptcy judge said the Cayman
Islands insolvency proceedings of two hedge funds formerly managed
by investment adviser Thomas Priore -- who last year settled
allegations that he and his firm ICP Asset Management LLP
defrauded mortgage-backed securities investors -- will be
designated as the foreign main bankruptcy case.

According to the report, U.S. Bankruptcy Judge Robert E. Gerber
formally recognized the Cayman Islands liquidations proceedings
for ICP Strategic Credit Income Master Fund Ltd. and ICP Strategic
Credit Income Fund Ltd. as the foreign main proceedings.

ICP Strategic Credit Income Fund Ltd. and ICP Structured Credit
Income Fund Ltd. filed petitions under Chapter 15 of the
Bankruptcy Code on June 28, 2013, before Judge Robert E. Gerber of
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan), Case No. 13-12116.  The Debtors' Chapter 15 counsel
is William T. Reid, IV, Esq., at REID COLLINS & TSAI LLP.


INDYMAC BANCORP: Ex-CEO Asks 9th Circ. to Reverse $80MM Ruling
--------------------------------------------------------------
Law360 reported that IndyMac Bancorp. Inc.'s former chairman and
chief executive told the Ninth Circuit that a federal district
court misinterpreted the terms of $80 million in directors &
officers policy in allowing insurance companies to avoid covering
the costs of litigation launched by federal securities regulators.

According to the report, in a brief filed before the Ninth
Circuit, Michael Perry argued that the lower court was incorrect
when it found that insurers are not required to cover the cost
settling litigation launched by the U.S. Securities and Exchange
Commission.

                      About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Calif., Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INTRAOP MEDICAL: Court Clears to Auction Its Assets in September
----------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge said IntraOp Medical Corp. can auction its assets
next month, with a $15 million offer from Firsthand Technology
Value Fund kicking off bidding.

As previously reported by The Troubled Company Reporter, the
Debtor's plan to put its assets on the auction block faced
opposition from the federal government's bankruptcy watchdog, who
said some of the proposed bidding rules will "chill the bidding"
for the company's assets.

                       About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.

IntraOp Medical Corp. filed a petition for Chapter 11 protection
(Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose,
California.

Revenue for the September 2012 fiscal year was $13.2 million.  The
IntraOp device delivers radiation during surgery to cancerous
tissue while shielding healthy tissue.


IPC INTERNATIONAL: Plans Strategic Sale in Ch. 11
-------------------------------------------------
Law360 reported that IPC International Corp., a leading provider
of shopping center security services, sought protection in
Delaware bankruptcy court as the company plans a stalking-horse
sale to industry rival Universal Protection Services LLC.

According to the report, Illinois-based IPC, along with parent
Security Networks Holdings Corp., filed for Chapter 11 in the face
of a tightening American economy, an unsuccessful U.K. operation
that drained liquidity, and insurance liability issues, according
to a declaration by Chief Financial Officer Scott M. Strong.


ISOTONER CORP: S&P Retains 'B' CCR on Plans to Increase Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level and
recovery ratings on totes Isotoner Corp.'s senior secured credit
facilities are not immediately affected by the company's plans to
issue incremental debt from these credit facilities.  S&P expects
the proceeds to partially fund a dividend to its shareholders.

"We estimate leverage will increase from the higher debt levels
and pro forma leverage will rise to about 6x, compared with about
4.7x prior to the transaction.  We believe the company will reduce
debt through required amortization and annual excess cash flow
payments but that credit metrics will remain in line with the
indicative ratios for "highly leveraged" financial risk profile,
including leverage above 5x, over the next year.  We also expect
liquidity to remain adequate over the next year but could consider
a negative rating action if liquidity becomes constrained and
covenant cushion decreases to below 10%," S&P said.

Standard & Poor's corporate credit rating on totes Isotoner
remains unchanged at 'B', with a stable outlook.

RATINGS LIST

totes Isotoner Corp.
Corporate credit rating           B/Stable/--
Senior secured first-lien         B
   Recovery rating                 4
Senior secured second-lien        CCC+
   Recovery rating                 6


JEH COMPANY: Can Continue Using Frost Bank Cash Until Aug. 1
------------------------------------------------------------
On Aug. 1, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas entered a third agreed interim order authorizing
JEH Company to continue using cash collateral of Frost Bank until
Aug. 1, 2013.  Debtor is not authorized to sue cash collateral to
pay any lease or secured adequate protection payments pursuant to
the Order.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Has Approval to Hire Griffith Jay as Counsel
---------------------------------------------------------
JEH Company and its debtor-affiliates sought and obtained approval
from the Bankruptcy Court to employ Griffith, Jay & Michel,
L.L.P., as counsel.

GJM will, among other things, advise the Debtors generally with
respect to general and restructuring matters, and will advise the
Debtors with respect to matters that generally arise in this
matter or an ordinary chapter 11 case.

In connection with this engagement, JEHCO tendered the payment of
$60,000 as a retainer.  Debtor JEH Stallion Station, Inc.,
tendered a retainer of $10,000.

The hourly billing rates for attorneys at GJM range from $150 to
$350 for attorneys. The attorneys primarily responsible for this
bankruptcy matter will be Mark J. Petrocchi, Esq.  His hourly rate
is $350.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, on May 22, 2013.  Mark
Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft.
Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JEH COMPANY: Can Employ Waters Vollmering as Tax Accountant
-----------------------------------------------------------
JEH Company et al., ask the U.S. Bankruptcy Court for permission
to employ Waters, Vollmering & Associates, L.L.P. as tax
accountant and financial advisor.

The Debtors request authority to pay Waters $8,000 for the 2012
tax return preparation and $165 per hour for any other services to
be provided.

Gil Vollmering -- gvollmering@wva-cpa.com -- attests that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Counsel for the Debtors can be reached at:

         Mark J. Petrocchi, Esq.
         GRIFFITH, JAY & MICHEL, LLP
         2200 Forest Park Blvd.
         Fort Worth, TX 76110
         Tel: (817) 926-2500
         Fax: (817) 926-2505
         E-mail: mpetrocchi@lawgjm.com

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JEMSEK CLINIC: Bid to Compel Blue Cross to Produce Docs Rejected
----------------------------------------------------------------
Bankruptcy Judge J. Craig Whitley denied the motion filed by
Joseph Gregory Jemsek, M.D., to compel Blue Cross and Blue Shield
of North Carolina to reproduce all 262,000+ documents that have
thus far been produced by BCBSNC in the course of discovery in the
action, BLUE CROSS AND BLUE SHIELD OF NORTH CAROLINA, Plaintiff,
Counterclaim Defendant Counterclaim, Plaintiff, v. JEMSEK CLINIC,
P.A. AND JOSEPH JEMSEK, M.D. an individual, Defendants,
Counterclaim Plaintiffs Counterclaim Defendants, Adv. Proc. No.
07-3006 (Bankr. W.D.N.C.), Consolidated with No. 07-03008.

The Jemsek Defendants have asked for discovery after the period
expired that could have, and should have, been requested in their
initial requests.  According to Judge Craig, the Defendants
essentially ask the Court to save them from their own prior
decisions. Even if this were not so, there has been no showing
that reproduction of documents and accompanying metadata would be
likely to contain sufficiently meaningful information pertaining
to their two remaining counterclaims to justify the gross
expenditure of time and money that would be required on the part
of BCBSNC. This is essentially a proposal to undertake an eleventh
hour fishing expedition in hopes to netting something more to
support their theories.  Finally, BCBSNC has properly withheld the
enumerated documents in its privilege log under its claims of work
product and/or attorney-client privilege.

A copy of the Court's Aug. 2, 2013 Memorandum Opinion is available
at http://is.gd/4sHKG7from Leagle.com.

Jemsek Clinic, P.A., dba Jemsek Specialty Clinic, Lyme and Related
Diseases, PLLC, fka Jemsek Clinic, PLLC --
http://www.jemsekclinic.com/-- operates a center for the practice
of internal medicine and infectious diseases in Huntersville, N.C.
The center specializes in general infectious disease diagnosis and
treatment, with a primary focus on HIV/AIDS and Lyme Disease.  The
debtor sought chapter 11 protection (Bankr. W.D.N.C. Case No.
06-31766) on Oct. 25, 2006, and is represented by Travis W. Moon,
Esq., at Hamilton Fay Moon Stephens Steele & Martin, PLLC, in
Charlotte, N.C.  At the time of the filing, the Debtor estimated
its assets and debts at less than $10 million.


KNIGHT INDUSTRIES: 7th Circ. Affirms Dismissal of $34MM BofA Suit
-----------------------------------------------------------------
Law360 reported that the Seventh Circuit on August 8 affirmed the
dismissal of a suit brought by Bank of America NA against Knight
Industries and its subsidiaries accusing the company's executives
of looting the firm before it went bankrupt, costing BofA
approximately $34 million.

BofA brought suit in 2011, saying Knight's officers and directors
abused their positions by paying benefits to themselves and
diverting assets and opportunities for the indebted companies into
other companies owned or controlled by the defendants, according
to Law360.


LAND SECURITIES: Hires Colliers International as Brokerage Firm
---------------------------------------------------------------
Land Securities Investors, Ltd. asks the U.S. Bankruptcy Court for
permission to employ Colliers International as a brokerage firm to
lease and/or sell the Debtor's real property located at 8351-8357
N. Rampart Range Rd., Littleton, CO 80125.

Jason F. Kinsey attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                    About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LEHMAN BROTHERS: Credit Agricole Loses Bid to Move $34MM Suit
-------------------------------------------------------------
Law360 reported that A New York federal judge on Thursday refused
Credit Agricole Corporate and Investment Bank's bid to move a
lawsuit brought by Lehman Brothers Holdings Inc. over $34 million
in swap transactions out of bankruptcy court, finding that
interpreting the bankruptcy code is at the heart of the dispute.

According to the report, U.S. District Judge Laura Taylor Swain
ruled that Lehman's adversary complaint relates to a disputed
question about the effect of the bankruptcy code on the rights of
Lehman and Credit Agricole under a swap agreement.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: UBS Agrees to Pay $120MM in Investor MDL
---------------------------------------------------------
Law360 reported that after five years of litigation, UBS Financial
Services Inc. has agreed to pay $120 million cash to settle its
part of an investor class action against former officials and
auditors of Lehman Brothers Holdings Inc. in multidistrict
litigation over the bankrupt company's securities offerings.

The notice of the tentative settlement comes after U.S. District
Judge Lewis A. Kaplan in January denied Ernst & Young LLP and UBS'
motion to dismiss the certification bid of two classes pursuing
claims against the accounting firm and the investment bank,
according to the report.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: California Nonprofit Battles Over Soured Deal
--------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that a nonprofit retirement-home foundation affiliated with the
United Church of Christ is seeking bankruptcy court approval to
sue Lehman Brothers Holdings Inc. over soured interest rate swaps.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LMI AEROSPACE: S&P Revises Outlook to Negative & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on LMI Aerospace Inc. to negative from stable.  At the
same time, S&P affirmed the 'B+' corporate credit rating on LMI
and the 'B+' issue-level rating on the company's $350 million
secured first-lien credit facility (composed of a $125 million
revolver and a $225 million term loan), which has a recovery
rating of '3' that indicates meaningful recovery (50%-70%) in a
payment default scenario.

On Aug. 8, 2013, LMI announced a significant reduction in its 2013
earnings guidance, which will likely result in credit ratios that
are much worse than S&P previously expected.  The company will
also be seeking to amend its covenant levels on the total leverage
and the interest coverage ratios to allow for more headroom, given
the recent earnings decline.

"The rating on LMI reflects our expectations that the company's
credit ratios will remain weak over the next 12 months due to
decreased demand across its business segments," said Standard &
Poor's credit analyst Tatiana Kleiman.  "We assess LMI's business
risk profile as "weak," as defined in our criteria.  Our
assessment reflects the company's position as a Tier II
aerostructures supplier to the cyclical and competitive commercial
aerospace market, its relatively good customer and program
diversity, and its efficient operations.  We assess LMI's
financial risk profile as "aggressive," based on its moderately
high debt leverage, its limited free cash flow for the next year
because of high capital expenditures and working capital
investment, and its adequate "liquidity."

The outlook is negative.  S&P had expected LMI's credit measures
to improve as the company realized a full year of earning and cash
flows from the acquisition of Valent Aerostructures LLC.  This
improvement has not materialized to the extent S&P had expected
due to adverse conditions, including setbacks in demand, some
operational issues, and cost increases. "LMI's credit quality may
be at risk should such conditions persist, preventing improvement
in credit metrics," said Ms. Kleiman.

S&P could lower the rating if continued weakness in demand or
other adverse developments cause debt to EBITDA to remain above 5x
and FFO to debt of less than 12% on an extended basis.

S&P could revise the outlook to stable if LMI's cash flow and debt
reduction is greater than S&P expects, resulting in debt to EBITDA
of less than 4x and FFO to debt consistently higher than 15%.


LOMBARD FLATS: Court Holds Creditor in Contempt
-----------------------------------------------
The reorganized debtor, Lombard Flats, LLC, has moved for an order
of contempt against Cheuk Tin Yan, a creditor, and his attorney
for obtaining a $960,299 judgment against the Debtor after
confirmation of a Chapter 11 plan. In subsequent submissions the
debtor has indicated that it will not press for money damages if
the offending judgment is vacated.  At a hearing on June 14, 2013,
the parties agreed to submit the matter for decision on the basis
of the current record without an adversary proceeding.

In an Aug. 5, 2013, Memorandum Decision available at
http://is.gd/AgeteAfrom Leagle.com, Bankruptcy Judge Dennis
Montali granted Lombard Flats' motion, declared the judgment void,
and directed that the creditor take steps to vacate the judgment
within 30 days.  If that is accomplished the matter will be
closed; if not, the debtor will be entitled to seek appropriate
contempt remedies.

Lombard Flats LLC filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 09-32219) on Aug. 3, 2009, and obtained an order
confirming its plan on July 19, 2010. The court entered a final
decree on May 23, 2011, and the case was closed on June 3, 2011.


MAXCOM TELECOMMUNICACIONES: No Creditors' Committee Appointed
-------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that an unsecured
creditors' committee has not been appointed in the Chapter 11
cases of Maxcom Telecomunicaciones, S.A.B. de C.V., et al.,
because the U.S. Trustee did not receive any response to the
communication service for on the committee.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMMUNICACIONES: Seeks to Employ Kirkland as Counsel
---------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., et al., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kirkland & Ellis LLP as attorneys to be paid the following
hourly rates:

   Partners                $655 - $1,150
   Of Counsel              $450 - $1,150
   Associates              $430 - $790
   Paraprofessionals       $150 - $335

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Marc Kieselstein, P.C., Esq. -- marc.kieselstein@kirkland.com -- a
partner at Kirkland & Ellis LLP, assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.  Mr. Kieselstein,
however, discloses that on April 22, 2013, the Debtors paid
$150,000 to K&E as a classic retainer.  In addition, the Debtors
paid subsequent classic retainers for $100,000 on May 28, 2013,
and $50,000 on July 19, 2013.

Adam Paul, Esq. -- adam.paul@kirkland.com -- and Daniel R.
Hodgman, Esq. -- daniel.hodgman@kirkland.com -- at Kirkland &
Ellis LLP, are also expected to take primary roles in providing
services to the Debtors.

A hearing on the employment application will be held on Aug. 19,
2013, at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Aug. 12.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMMUNICACIONES: Taps Pachulski as Local Del. Counsel
----------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., et al., seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

Laura Davis Jones, Esq. -- ljones@pszjlaw.com     $975
Timothy P. Cairns, Esq. -- tcairns@pszjlaw.com    $575
Peter J. Keane, Esq. -- pkeane@pszjlaw.com        $425
Lynzy McGee, paralegal                            $295

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Ms. Jones assures the Court that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Ms. Jones, however, discloses that her
firm has received payments from the Debtors during the year prior
to the Petition Date in the amount of $93,195.

A hearing on the employment application will be held on Aug. 19,
2013, at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Aug. 12.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMUNICACIONES: Gets Approval for $45M Recapitalization
------------------------------------------------------------------
Patrick Fitzgerald writing for Daily Bankruptcy Review reports
that Mexico's Maxcom Telecomunicaciones S.A.B. won U.S. court
approval of its recapitalization agreement with investors led by
private equity firm Ventura Capital Privado S.A., a key element in
the telecommunications company's restructuring under bankruptcy
protection.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MCJUNKIN RED: Moody's Expects Credit Metrics to Remain Strong
-------------------------------------------------------------
McJunkin Red Man Corporation's (MRC Global, Inc.) first half 2013
operating results have been weak due to reduced spending levels in
the upstream sector and in the transmission segment of the
midstream sector along with lower line pipe and oil country
tubular goods (OCTG) prices in the US. Moody's is expecting these
trends to continue in the second half and to result in the
company's adjusted EBITDA declining by a significant amount in
2013.

However, Moody's still expects the company's credit metrics to
remain relatively strong for its rating due to the debt reduction
and refinancing activities pursued over the past 18 months.

McJunkin Red Man Corporation (MRC Global, Inc.) is a global
distributor of pipes, valves, and fittings (PVF) and related
products and services to the energy industry across each of the
upstream (exploration, production and extraction of underground
oil and gas), midstream (gathering and transmission of oil and
gas, gas utilities, and the storage and distribution of oil and
gas) and downstream (crude oil refining, petrochemical processing
and general industrial) sectors. The company operates out of
approximately 240 branch locations, 130 third party pipe yards, 24
valve automation service centers and 13 distribution centers
located in the principal industrial, hydrocarbon producing and
refining areas throughout the United States, Canada, Europe, Asia
and Australia. The company is headquartered in Houston, Texas and
generated revenues of approximately $5.3 billion for the 12 month
period ending June 30, 2013.

On October 4, 2012, Moody's upgraded McJunkin Red's corporate
family and probability of default rating to B1 from B2 and
assigned a speculative grade liquidity rating of SGL-2. Moody's
also assigned a B2 rating to the company's proposed $750 million
term loan B.


MEDICAL CARD: Moody's Raises Debt Rating & CFR to B3; IFS to Ba3
----------------------------------------------------------------
Moody's Investors Service has upgraded the senior secured debt
rating and corporate family rating of Medical Card System, Inc. to
B3 from Caa3, following the release of its 2011 and 2012 audited
GAAP financial statements. Moody's also upgraded the insurance
financial strength (IFS) rating of the company's operating
subsidiary, MCS Advantage, Inc. to Ba3 from B3. The outlook on the
ratings is stable.

Ratings Rationale:

Moody's said that the upgrade reflects the unqualified audit
report from the company's auditors as well as the validation of
results for both 2011 and 2012. "The corroboration of the GAAP
financial results with the previously reported statutory results
and the finalization of a waiver agreement with lenders have
resolved the financial and operational concerns associated with
the company since the end of 2011, said Steve Zaharuk, Moody's
Senior Vice President. Zaharuk added, "With the resolution of
these issues, which prompted the previous rating downgrades, the
ratings have been returned to a level that reflects the company's
underlying business and financial profile."

Commenting on MCS's weak credit profile, the rating agency pointed
to the relatively small size of MCS and its geographic
concentration with 100% of its revenues being generated in Puerto
Rico, the company's high concentration of business in Medicare
Advantage, and its low consolidated risk-based capital (RBC)
ratio. In particular, while the company exceeded the RBC
requirement established in Puerto Rico for 2012 (the consolidated
RBC ratio for its regulated entities was 120% over the minimum
required level using the transitional target established by the
Commissioner of Insurance), the absolute RBC ratio at 96% CAL was
relatively low. Zaharuk commented, "The concern with the Medicare
Advantage business is the expected continued reimbursement
reductions as a result of provisions contained in the Affordable
Care Act, which could reduce membership and earnings going
forward." Additionally, Moody's noted that although recent trends
in the company's membership and earnings appear to be improving,
profitability remains relatively weak.

The rating agency stated that, while lessened to some degree,
there are continuing concerns regarding an ongoing federal
investigation of the company. While no charges have been made
against the company, the concern is that this could result in the
federal authorities placing operational constraints and/or
assessing fines/penalties, which would have negative financial
implications for the company. The rating agency added that the
company reported that an internal investigation ordered by an
independent committee of the board of directors found no evidence
that MCS acted willfully or recklessly in connection with the
activities subject to the federal investigation, and that no
accrual was made in the audited financial statements.

Moody's stated that MCS's ratings could be upgraded if: 1) EBITDA
margins are sustained above 3%, 2) annual medical membership
continues to grow by at least 2%, 3) the consolidated RBC ratio
improves to 125% CAL and 4) the debt to EBITDA ratio is sustained
below 3x. Conversely, the ratings could be downgraded if: 1)
EBITDA margins fall below 1%, 2) medical membership decreases by
20% or more, or 3) there is an adverse development with respect to
the federal investigation.

The principal methodology used in rating Medical Card System was
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011.

The following ratings were upgraded with a stable outlook:

  Medical Card System, Inc. -- senior secured debt rating to B3
  from Caa3; corporate family rating to B3 from Caa3;

  MCS Advantage, Inc. -- insurance financial strength rating to
  Ba3 from B3.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For 2012 MCS reported total revenues approximately $1.4
billion and a net gain of approximately $11.5 million. Medicare
Advantage membership as of December 31, 2012 was 113,436 members
(including Medicare Part D stand alone membership) compared to
112,640 members at December 31, 2011.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MERCANTILE BANCORP: Auction Date Set for Sept. 12
-------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Mercantile Bancorp's motion for bid procedures in connection with
the sale of all of the Debtor's shares in Mercantile Bank and the
related trademark for Mercantile Bank's "M" logo and approval of a
$668,310 break-up fee and $250,000 as expense reimbursement.

The deadline to submit the bid would be September 10, 2013; and an
auction, if necessary, would be conducted on September 12, 2013. A
September 16, 2013 sale hearing will follow.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the proposed attorneys for the Debtor.


MILESTONE SCIENTIFIC: Posts $74,000 Net Income in 2nd Quarter
-------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income applicable to common stockholders of $74,009 on $2.27
million of product sales for the three months ended June 30, 2013,
as compared with a net loss applicable to common stockholders of
$164,541 on $2.32 million of product sales for the same period
during the prior year.

For the six months ended June 30, 2013, the Company recorded net
income applicable to common stockholdres of $224,754 on $4.76
million of product sales, as compared with a net loss applicable
to common stockholders of $519,722 on $4.24 million of product
sales for the same period a year ago.

As of June 30, 2013, the Company had $5.63 million in total
assets, $2.97 million in total liabilities and $2.66 million in
total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/nc7aRp

                     About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.


MMRGLOBAL INC: Amends First Quarter Form 10-Q
---------------------------------------------
MMRGlobal, Inc., has amended its quarterly report on Form 10-Q for
the period ended March 31, 2013, for the sole purpose of
furnishing a corrected copy of Exhibit 10.1 to the Form 10-Q,
reflecting changes to the confidential treatment request by
MMRGlobal of certain items contained therein.  No other changes
have been made to the Form 10-Q.  A copy of the amended Form 10-Q
is available for free at http://is.gd/RWxOqN

                           About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company's balance sheet at March 31, 2013, showed $2.25
million in total assets, $9.04 million in total liabilities and a
$6.79 million total stockholders' deficit.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


NATIVE WHOLESALE: Conversion Motion Hearing Moved to Aug. 19
------------------------------------------------------------
The hearing to consider the U.S. Trustee's motion to convert the
Chapter 11 case of Native Wholesale Supply into a Chapter 7
proceeding has been further adjourned to Aug. 19, 2013, at 10:00
a.m.

As previously reported on The Troubled Company Reporter, Tracy
Hope Davis, the U.S. Trustee for Region 2, the U.S. Trustee for
Region 2, the Debtor (1) has an inability to perform the statutory
duties of a debtor-in-possession and to comply with the
requirements of the Chapter 11 Operating Guidelines; and (2) has
failed to file monthly financial reports for February and March
2013.

The Aug. 6 edition of the TCR also reported that the states of
California, Idaho, New Mexico, New York and Oklahoma filed a
statement in partial support of the U.S. Trustee's motion.  The
States assert that it would be inappropriate to dismiss the case
at this stage of the proceedings; rather, if the case does not
remain in Chapter 11, only conversion is in the best interest of
creditors and the estate.

            About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEW ENGLAND COMPOUNDING: Ch. 11 Trustee Seeks Mediation
-------------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that the
Chapter 11 trustee overseeing the bankruptcy of New England
Compounding Pharmacy Inc. filed a plan to mediate with health-care
providers and compounding pharmacy executives who may also bear
responsibility for the deadly meningitis outbreak that brought
down the company.

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.


NEW RIVER DRY DOCK: Florida Judge Won't Vacate Contempt Order
-------------------------------------------------------------
In the Chapter 11 case of New River Dry Dock, Inc., Bankruptcy
Judge John K. Olson denied Christopher Denison's "Emergency Motion
to Vacate Writ of Bodily Attachment and Order Adjudging
Christopher "Kit" Denison in Contempt."

The Contempt Order arose out of the motion by Marina Mile
Shipyard, Inc., seeking sought to compel Mr. Denison and his
company Marine Realty, Inc., to make payments previously ordered
by the Court.  In an Agreed Order entered June 8, 2010, Mr.
Denison and Marine Realty were ordered to pay to Shipyard's
predecessor in interest a total of $45,000 by September 22, 2010,
with the first payment of $7,500 due by July 15, 2010, later
extended at the request of Mr. Denison and Marine Realty to
September 22, 2010.  Mr. Denison and Marine Realty had agreed to
the amount and timing of these payments. Nonetheless, the only
payments made on account of these agreed amounts was $25,981.41,
from sequestered funds pursuant to Order.

A copy of the Court's Aug. 5, 2013 Order is available at
http://is.gd/EqeTwkfrom Leagle.com.

In November 2012, the United States Court of Appeals for the
Eleventh Circuit upheld a lower court order that required Mr.
Denison and Marine Realty to disgorge $490,000 in commissions that
they received after brokering the sale of New River Dry Dock's
marina property.  As reported by the Troubled Company Reporter on
Nov. 20, 2012, the bankruptcy court had granted summary judgment
in favor of Marina Mile Shipyard, one of the creditors of the
bankruptcy estate.  The district court affirmed the decision,
prompting Mr. Denison to elevate the matter to the Eleventh
Circuit.

In 2006, New River Dry Dock, whose primary asset was a marina,
filed a petition for Chapter 11 bankruptcy.  The debtor decided to
hire the Realtors as a real estate agent to sell the marina, and
submitted an application to the bankruptcy court for the approval
of the Realtors' employment.  As part of the application, Mr.
Denison, one of the Realtors, submitted an unsworn declaration, in
which he attested that neither he nor Marine Realty held or
represented an interest adverse to the debtor, and that both were
"disinterested persons" within the meaning of 11 U.S.C. Sec.
101(14).  For their services, the Realtors were to receive a
commission equal to 4% of the gross sale price. In October 2006,
the bankruptcy court approved the application for the Realtors'
employment and the proposed commission.

As part of his efforts to sell the marina, Mr. Denison contacted
Steve Israel, an investor with whom Mr. Denison had a prior
business relationship, and suggested that Mr. Israel submit a
"stalking horse" bid on the property.  Mr. Israel eventually
agreed to submit a stalking horse bid of $12.25 million, far below
the marina's officially appraised value, and partnered with
another investor, Fred Scott, to provide most of the funds to
purchase the marina. There were no higher bids, and Mr. Denison
ultimately acted as a broker in the court-approved sale of the
marina for $12.25 million to SPVEF-SKID, LLC, a joint venture
company formed by Messrs. Scott and Israel for the purchase of the
marina.  The sale closed in June 2007.

Sometime after the bankruptcy court's approval of the Realtors'
employment, but before the closing, Messrs. Scott and Israel
offered Mr. Denison the opportunity to manage the marina after the
closing, or to acquire an ownership interest in the marina.  Mr.
Denison never refused the buyers' offers to be involved in
managing or owning the marina, and the buyers expected that Mr.
Denison would be involved after the closing. Additionally, Mr.
Denison performed numerous tasks on the buyers' behalf before the
closing, such as preparing capital expenditure schedules,
obtaining insurance on the marina, and meeting with prospective
contractors and tenants.  Shortly after closing, Mr. Scott sent an
e-mail to Messrs. Denison, Israel, and Israel's attorney, stating,
in part: "I want to personally thank you all for getting to the
point we are at today. A lot of hard work by all got us ownership
of a valuable asset at a below market price . . . ."  Two or three
months later, Denison formalized an agreement to manage the marina
and bought an ownership interest in it.

At no point prior to the closing did the Realtors disclose to the
bankruptcy court Mr. Denison's discussions with the buyers about
his intended post-closing involvement with the buyers and the
marina.  The Realtors also failed to disclose to the bankruptcy
court that Mr. Denison paid $37,500 from his commission on the
sale to cover half of a "finder's fee" owed by the buyers to a
third party.  Mr. Denison never disclosed to the court that he had
a business relationship with one of the buyers prior to being
employed by the debtor. Furthermore, under their contract with the
debtor, the Realtors were to receive a 4% commission amounting to
$490,000. However, the Realtors actually received a $535,000
payment, and admit that they were overpaid by $45,000.

After the sale of the marina, the bankruptcy court confirmed New
River Dry Dock's reorganization plan, which included a release by
the debtor and creditors of claims against professionals arising
out of the bankruptcy case.

Two years later, Marina Mile Shipyard, Inc., the largest unsecured
creditor of the debtor, alerted the bankruptcy court about Mr.
Denison's relationship with the buyers of the marina, Messrs.
Israel and Scott.  The bankruptcy court sua sponte ordered the
Realtors to show cause why they should not disgorge their
commission fee.  MMS also filed a separate motion seeking the
disgorgement of the Realtors' commission fees.  A lengthy
litigation ensued between the Realtors and MMS over the commission
fees, and both parties filed motions for summary judgment on the
issue of disgorgement.

The bankruptcy court ordered the Realtors to repay, in
installments, the $45,000 (with interest) that the Realtors
received in excess of their authorized commission on the sale of
the marina.  Although the Realtors never objected to this order,
and do not challenge it on appeal, they failed to comply with that
order and repay the $45,000 to the bankruptcy plan administrator.
MMS then filed an emergency motion to sequester $25,981.41 of
commissions that Marine Realty received from an unrelated real
estate transaction.  The bankruptcy court granted MMS's motion and
ordered the sequestration of the Realtors' commission funds.  Mr.
Denison filed a notice of exemption from garnishment under Fla.
Stat. Sec. 222.12 and requested a hearing on the matter.  The
bankruptcy court, however, ultimately struck Mr. Denison's notice
of exemption and request for a hearing.

The bankruptcy court also granted MMS's motion for summary
judgment on the issue of disgorgement.  The bankruptcy court
concluded that Mr. Denison had an interest adverse to the estate
while employed by the estate, in light of Mr. Denison's
undisclosed pre-closing relationship with the buyers.  The
bankruptcy court ordered the Realtors to disgorge their $490,000
commission.

On appeal, Mr. Denison said the bankruptcy court erred in ordering
a disgorgement of fees because the Chapter 11 plan released all
claims against professionals arising from the bankruptcy case.
The Eleventh Circuit disagreed, holding that the bankruptcy court
initially reviewed and approved Mr. Denison's fee without
knowledge that he had an interest adverse to the estate.  Once the
court learned this fact, it had the authority to revisit Mr.
Denison's fee award.

                     About New River Dry Dock

Based in Fort Lauderdale, Florida, New River Dry Dock, Inc., filed
for chapter 11 protection on July 18, 2006 (Bankr. S.D. Fla. Case
No. 06-13274).  James H. Fierberg, Esq., at Berger Singerman,
P.A., represents the Debtor in its restructuring efforts.  Mindy
A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and its debts between
$1 million to $10 million.

The Bankruptcy Court confirmed New River Dry Dock's Chapter 11
Liquidation Plan in October 2007.


ORCHARD SUPPLY: Lowe's Store Acquisition Plan Awaits Court Nod
--------------------------------------------------------------
Lowe's Companies, Inc., the world's second largest home
improvement retailer, on Aug. 12 announced further progress in its
plans to acquire the majority of assets of Orchard Supply
Hardware, including 72 stores, for approximately $205 million in
cash, plus the assumption of payables owed to nearly all of
Orchard's supplier partners, subject to Bankruptcy Court approval.
Lowe's has been advised by Orchard that no additional bids were
received by the deadline of August 9, 2013.  The transaction will
be presented to the Bankruptcy Court for approval on August 20,
2013, and Lowe's anticipates completing the acquisition by the end
of August.

Lowe's plans to have Orchard operate as a separate, standalone
business, retaining its brand under the leadership of Orchard's
current management team.  Lowe's plans to acquire the locations
most complementary to its current strategy and store footprint.

Once completed, the acquisition will enable Lowe's to expand its
presence in California and reach a new customer base through the
addition of Orchard's smaller-format stores in densely populated
areas.  Orchard's neighborhood hardware and garden stores offer a
product selection focused on paint, repair and backyard categories
in approximately 36,000 square feet of selling space, compared to
113,000 square feet of selling space for an average Lowe's home
improvement store.  Lowe's currently operates 110 stores in
California.

Robert A. Niblock, Chairman, President and CEO of Lowe's, said,
"We are very pleased to be moving forward with the acquisition
process.  Strategically, the transaction will provide Lowe's with
an attractive opportunity to increase our store footprint in
California, where we are currently underpenetrated, through a
neighborhood store format that is complementary to our strengths
in big-box retail.  Orchard's hardware and garden stores have a
loyal customer base and are situated in high-density, prime
locations that are difficult for larger format retailers to enter.
We see significant potential for Orchard as a standalone business
within Lowe's portfolio, and we look forward to the opportunity to
participate more fully in California's economic recovery."

As announced on June 17, 2013, Lowe's entered into a purchase
agreement with Orchard that would serve as the "stalking-horse
bid" in a Bankruptcy Court-supervised auction under Section 363 of
the U.S. Bankruptcy Code. Interested bidders were required to file
initial bids with the Court by August 9, 2013.  Orchard initiated
Chapter 11 proceedings on June 17, 2013 in the U.S. Bankruptcy
Court for the District of Delaware. Based in San Jose, California,
Orchard reported annual revenue of $657 million for fiscal 2012.

Goldman Sachs is acting as financial advisor to Lowe's, while
Hunton & Williams LLP is acting as legal advisor.

With fiscal year 2012 sales of $50.5 billion, Lowe's Companies,
Inc. -- http://www.Lowes.com-- is a FORTUNE(R) 100 company that
serves approximately 15 million customers a week at more than
1,750 home improvement stores in the United States, Canada and
Mexico.  Founded in 1946 and based in Mooresville, N.C., Lowe's is
the second-largest home improvement retailer in the world.

                       No Other Bidders

Saabira Chaudhuri, writing for Daily Bankruptcy Review, reported
that Lowe's Co. said Orchard Supply Hardware received no
additional acquisition offers by Friday's deadline, clearing the
way for Lowe's to buy the hardware chain and increase its store
footprint in California.

                Bidding Procedures Objections

BankruptcyData reported that multiple parties -- including
Fairview Shopping Center, Fortus Property Group, The Krausz
Companies, Cortland Products, the ad hoc committee of certain
senior secured term loan lenders, Kimco Realty, Bundy Plaza, The
City and County of San Francisco (CCSF) and South County
Professional Park -- filed with the U.S. Bankruptcy Court separate
objections to Orchard Supply Hardware Stores' motion for an order
(I)(a) approving and authorizing bidding procedures in connection
with the sale of substantially all the assets; (b) approving the
stalking horse bid protections; (c) approving the sale support
agreement; (d) scheduling the related auction and hearing to
consider approval of the sale; (e) approving procedures related to
the assumption and assignment of certain executory contracts and
unexpired leases; (f) approving the form and manner of notice
thereof and (g) granting related relief.

According to the report, CCSF, a municipal corporation and party
to a ground lease with one or more of the Debtors, asserts, "The
Cure Notice provides that the cure amount for the Ground Lease is
$2,069.21. The actual amount currently past due is $2,151.74. In
addition, the Debtors are in default of their obligation under
section 5.04 of the Ground Lease to provide quarterly and annual
gross revenue statements to CCSF. Debtors have failed to provide
the required statements for the lease year beginning May 1, 2004
and all subsequent lease years. Depending upon the information
contained in the gross revenue statements, the Debtors may be
liable to CCSF for additional rent and therefore may be liable for
a larger cure amount than the Debtors' previously stated. In order
to calculate properly the cure amount due to CCSF, the Debtors
must provide the previously withheld gross revenue statements to
CCSF. This information is necessary for CCSF to determine whether
it is owed any additional cure amounts in the form of unpaid
additional rent. The proposed Sale Order provides that 'after the
payment of the relevant cure amounts by the Purchaser, neither the
Debtors nor the Purchasers shall have any further liabilities to
the Contract Counter Parties other than the Purchaser's obligation
under the Executory Contracts and Leases that accrue and become
due and payable on or after the Closing Date.' This provision of
the proposed Sale Order would foreclose CCSF from collecting any
unpaid obligations arising between the date upon which the cure
amount was calculated and the as yet unknown Closing Date. This is
in violation of section 365(d) (3) of the Bankruptcy Code and
otherwise inappropriate and improper. The Sale Order must provide
that all amounts due and owing during the period from the date
upon which the cure amount was calculated through the Closing Date
will be paid as and when due by the Debtors."

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Nine Additional Stores to Begin Closing Sales
-------------------------------------------------------------
Orchard Supply Hardware Stores on Aug. 12 disclosed that, after
completing a Court-approved marketing process, it intends to
proceed toward completing the previously announced acquisition
agreement with Lowe's Companies, Inc., pending approval by the
United States Bankruptcy Court for the District of Delaware.

Lowe's was named on June 17, 2013, as the stalking horse bidder in
Orchard's Court-supervised auction process under Section 363 of
the Bankruptcy Code.  In order to be considered under the bidding
procedures approved by the Bankruptcy Court, any competing bidders
would have needed to submit qualifying bids before 4:00 p.m.
Eastern Time on Friday, August 9, 2013.  Orchard engaged in
discussions with a number of potential buyers but did not receive
any qualifying bids in advance of this deadline.  Accordingly, the
auction previously scheduled for August 14, 2013 will not be held.
Orchard will now move forward to have the sale to Lowe's approved
by the Bankruptcy Court on August 20, 2013, and completed by the
end of August.

"We are thrilled to be moving toward completing the sale to Lowe's
and we believe this agreement is the best outcome for our
associates, customers, suppliers, creditors and other business
partners," said Mark Baker, Orchard President and Chief Executive
Officer.  "Lowe's submitted a bid at the start of the sale process
which we believe reflects their understanding of our value
proposition, our unique market opportunity and how our businesses
complement one another.  We look forward to continuing to execute
on our repositioning and growth strategy with their ongoing
support and believe this acquisition will lead to a very bright
future for Orchard."

As announced on June 17, 2013, Lowe's will acquire the majority of
Orchard's assets for $205 million in cash, plus the assumption of
payables owed to nearly all of Orchard's supplier partners.  Under
the terms of the agreement, Orchard will operate as a separate,
standalone business at the completion of the sale process,
retaining its brand, management team and associates.  The Company
also will benefit from the financial stability of its new
corporate parent, which, combined, with the benefits of its
balance sheet restructuring, will allow Orchard to continue its
repositioning and growth strategy.

As part of its ongoing Chapter 11 process, Orchard on Aug. 12
identified nine additional stores that will begin store closing
sales on August 15, 2013.  In addition to the 17 stores that are
being closed as part of the Chapter 11 process, two stores have
closed in the normal course of business since June 17, 2013.  The
Company expects to continue operating its remaining 72 stores at
the completion of the sale process.

Orchard is advised in this financial restructuring by Moelis &
Company, FTI Consulting and DLA Piper.

                      About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


OTTAWA BUS: Newbys Liable to Webster Capital Debt
-------------------------------------------------
Kansas District Judge Eric F. Melgren granted the motion of
Webster Capital Finance, Inc. f/k/a Center Capital Corporation,
for summary judgment, seeking to enforce personal loan guaranties
against Daniel Newby and Thomacine Newby.  On Nov. 22, 2010,
Ottawa Bus Service, Inc., filed a voluntary petition for
bankruptcy relief under Chapter 11.  Webster Capital sued the
Newbys, asserting that the Defendants improperly refused to honor
their Continuing Guaranties upon Ottawa Bus's default and
bankruptcy.  Webster Capital alleges that it is entitled to
damages in a total amount of $425,834.69, less any and all Plan
payments made in Ottawa Bus's bankruptcy after May 3, 2013.

The case is WEBSTER CAPITAL FINANCE, INC., f/k/a CENTER CAPITAL
CORPORATION, Plaintiff, v. DANIEL NEWBY, et. al., Defendant, Case
No. 12-2290-EFM (D. Kan.).  A copy of the Court's Aug. 2, 2013
Memorandum and Order is available at http://is.gd/gHmxd1from
Leagle.com.

Olathe, Kansas-based Ottawa Bus Service, Inc., dba Crossroad
Tours, filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No.
10-24011) on Nov. 22, 2010.  Timothy E. Keck, Esq., at Arnold &
Keck, served as the Debtor's counsel. In its petition, the Debtor
estimated under $50,000 in assets and under $10 million in debts.


PARADISE HOSPITALITY: Conversion Hearing Continued to Sept. 10
--------------------------------------------------------------
The Bankruptcy Court continued until Sept. 10, 2013, at
10:30 a.m., the hearing to consider a motion to convert the
Chapter 11 case of Paradise Hospitality, Inc., to one under
Chapter 7 of the Bankruptcy Code.

The previous hearing was scheduled for Aug. 6.

As reported in the Troubled Company Reporter on Aug. 6, 2013, the
Debtor opposed the motion of RREF WB Acquisitions, LLC, to convert
the Debtor's case.  According to the Debtor, although it has not
been able yet to sell its Shopping Center as RREF would prefer,
the Debtor stands at the ready to afford the alternative treatment
provided by the confirmed Plan.  Further, the Debtor has in fact
commenced distributions under the Plan, has assumed management of
substantially all of the property dealt with by the plan, and had
transferred substantially all of the property proposed by the Plan
to be transferred.  The Debtor said, "The only obstacle is the
sale of the Shopping Center.  However, since the Plan expressly
provides an alternative treatment, the Reorganized Debtor has also
complied with this last requirement since it need only transfer
this Property as the Plan expressly provides."

Pursuant to the confirmed Plan, RREF is to be paid from the
proceeds of the sale of the Shopping Center.  Alternatively, if
the Debtor does not sell the shopping center, RREF is entitled to
exercise its rights under State law after providing a new notice
of default.

Moreover, according to the Debtor, it is not in the best interests
of creditors to convert the case to Chapter 7 as all of the
creditors, except for RREF and possibly taxing authorities, stand
to get nothing if the case is converted to Chapter 7.

RREF's Motion to Convert was reported in the TCR on July 22, 2013.
RREF argues that cause exists to convert the case because the
Debtor has failed to substantially consummate its First Amended
Chapter 11 Plan and is in material default of the Plan.
Specifically, RREF cited, the Plan requires the reorganized debtor
to sell its retail shopping center, the principal collateral
securing the repayment of one of the reorganized debtor's two
structured secured debts to RREF no later than 60 days after the
Plan Effective Date.

"That deadline has not passed, yet the reorganized debtor has not
only not sold the shopping center but it has rejected at least one
hard offer from a buyer to purchase the shopping center at an
amount substantially above RREF's debt amount," RREF said.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PATRIOT COAL: Reaches Consensual Agreement with UMWA on CBAs
------------------------------------------------------------
Patriot Coal Corporation on Aug. 12 disclosed that its signatory
subsidiaries have reached a consensual agreement with the United
Mine Workers of America regarding their collective bargaining
agreements and the provision of healthcare benefits for UMWA-
represented retirees.

"This represents the successful conclusion of a difficult
negotiation in which both the UMWA leadership and Patriot
management have invested many long days.  Both parties want to
preserve jobs and protect healthcare benefits for retirees by
keeping Patriot on track for reorganization -- and not
liquidation," said Patriot President and Chief Executive Officer
Bennett K. Hatfield.  "We appreciate the cooperation of the UMWA
leadership and the sacrifices of all of our employees and retirees
as we work to restore Patriot to viability."

The UMWA will be reviewing the terms of the agreement with its
membership this week as it prepares for a ratification vote.  The
Company will also be filing a motion with the Bankruptcy Court in
St. Louis seeking authorization to enter into this agreement.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Vote on UMWA Settlement Scheduled for Aug. 16
-----------------------------------------------------------
The United Mine Workers of America on Aug. 12 disclosed that the
union has reached a settlement with bankrupt Patriot Coal on new
terms and conditions of employment that makes significant
improvements over what federal Bankruptcy Judge Kathy Surratt-
States ordered on May 29, and what Patriot implemented on July 1.

"After several weeks of nearly around-the-clock negotiations, I
believe we have reached something that can be taken to the
membership for ratification," UMWA International President
Cecil E. Roberts said.  "We have been able to restore, or at least
improve upon, many of the most drastic changes that the Judge
ordered, including in the area of wages, health care benefits,
paid time off, pensions, and more.  In addition, we have
negotiated a mechanism that will allow retiree health care
benefits to continue."

The vote will take place on Friday, Aug. 16.  Some 1,800 active or
laid-off members in West Virginia and Kentucky are eligible to
vote.  The union will not release details of the settlement until
after those members have had a chance to hear its terms.

                    Protest vs. Peabody

After reaching a tentative settlement with Patriot Coal, thousands
of active and retired members of the United Mine Workers of
America (UMWA), along with labor and community supporters, will
protest in front of Peabody Energy headquarters on today,
August 13.

Who:     Mine workers and supporters, including:
    * UMWA Secretary Treasurer Dan Kane
    * American Federation of Teachers (AFT) President Randi
Weingarten

What:    Rally and protest about Peabody's ongoing responsibility
for health care for retired mines and their families
When:    Tuesday, August 13th 10 am (Central Time)

Where:   Kiener Plaza (across from Peabody Energy headquarters)
         701 Market Street, Downtown St. Louis

"We have reached a tentative settlement with Patriot Coal which
will lessen the impact of severe cutbacks on active and retired
miners, but as we've said all along, Patriot really is bankrupt
and just does not have sufficient resources to pay for the
contractual promises made to retired miners and their families by
Peabody and Arch," said UMWA President Cecil Roberts.

"We're back at Peabody because that's where this problem started.
Executives at Peabody Energy created Patriot, they failed to give
it enough assets to meet its obligations, and we're not going to
sit idly by and let miners and their families pay the price."

On July 30, more than 3,000 mine workers and supporters protested
outside the headquarters of Arch Coal in Creve Coeur, Mo. Ten
people were arrested in an act of civil disobedience.

Arch Coal created Magnum Coal in 2005, loading up the new company
with health care and retirement obligations.  Patriot acquired
Magnum in 2008.

"Our bargaining team worked day and night to recover all we could
from Patriot, but this fight is not over," UMWA Secretary
Treasurer Dan Kane said.  "Retired miners and their families are
being shortchanged, even though Arch and Peabody are still
profitable companies. It's just plain wrong to use a corporate
shell game to deny workers the benefits they rightfully earned
during a lifetime of labor in the coal mines.  We're going to stay
on this case until justice is done."

UMWA members at Patriot will vote on the tentative agreement on
Friday, August 16, with some 1,800 active or laid-off members in
West Virginia and Kentucky eligible to vote.  The union will not
release details of the settlement until after those members have
had a chance to hear its terms.

The union is continuing its fight for retired miners and their
families in the courts, in Congress and through community action.

    * A lawsuit on behalf of UMWA members, filed in West Virginia,
charges that Peabody and Arch violated the federal Employment
Retirement Income Security Act (ERISA) by scheming to eliminate
contractually-guaranteed lifetime health care benefits for
retirees.

    * The union is working with a bipartisan group of more than 20
U.S. representatives and senators from California, Indiana,
Illinois, Kentucky, Massachusetts, Missouri, Ohio, Oklahoma,
Pennsylvania, Virginia and West Virginia on legislation that will
provide significant help to retired miners and widows whose health
care is threatened.

    * UMWA members are conducting an ongoing public education and
advertising campaign about issues facing active and retired mine
workers and their families.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Agrees With DIP Lenders on Revised Deal
-----------------------------------------------------
Law360 reported that Patriot Coal Corp. on Wednesday said it has
reached a deal with its debtor-in-possession lenders to ease up on
minimum earnings thresholds in order to avoid default, in light of
the falling price and demand for metallurgical coal.

According to the report, the St. Louis-based mining company told a
Missouri bankruptcy court that it and the DIP lenders have come to
an agreement on an amendment to a deal first floated on July 30,
when it admitted that the company's third quarter earnings would
likely fall short of levels required.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


POWER VENTURES: Facebook Awarded $39K for Discovery, Legal Costs
----------------------------------------------------------------
In the lawsuit, FACEBOOK, INC., Plaintiff, v. POWER VENTURES,
INC., et al., Defendants, Case No. 08-cv-05780-LHK (N.D. Calif.),
Magistrate Judge Joseph C. Spero granted Facebook's request for
fees and costs against the defendants in the amount of $39,796.73.
The amount reflects the combined total of: (1) the costs of the
videographer and court reporter services ($5,128.73); (2) the
costs of the expedited, certified translations of untimely
produced 74.6 gigabytes of data and Power's deposition ($660.00);
and (3) attorneys' fees associated with the work of attorneys and
paralegals to prepare for and undertake the renewed Fed.R.Civ.P.
Rule 30(b)(6) deposition of Steven Suraj Vachani ($38,008.00).

A copy of the Court's Aug. 7, 2013 Order is available at
http://is.gd/pBx5mQfrom Leagle.com.

Power Ventures, Inc., filed for Chapter 11 bankruptcy (Bankr.
N.D. Calif. Case No. 12-32488) on Aug. 27, 2012, listing under
$1 million in both assets and debts.  The Debtor is represented by
the Law Offices of Aleksandr A. Volkov -- volkoff@usa.net -- A
copy of the Debtor's petition is available at
http://bankrupt.com/misc/canb12-32488.pdf


RAM OF EASTERN: Hires Howard Stallings as Real Estate Counsel
-------------------------------------------------------------
RAM of Eastern North Carolina, LLC asks the U.S. Bankruptcy Court
for permission to employ Howard, Stallings, From & Hutson, P.A. of
New Bern, North Carolina, as special counsel.

The Law Firm will be retained to assist the Debtor with the
contracts, leases, and real estate transactions related to real
estate development.  The Debtor has chosen the Law Firm because it
is experienced in these matters and is well qualified to perform
the work required in this case.

The Law Firm has assisted the Debtor in the past with real estate
transactions.

The Law Firm will charge at the hourly rate of $260 for its
services.

The Law Firm is currently owed around $1,098.79 in pre-Petition
fees and understands that this claim will be paid pursuant to the
Debtor's confirmed Plan of Reorganization along with the other
general unsecured creditors.

Beth F. Atkins, Esq. -- batkins@hsfh.com -- attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

In March, the Law Firm incurred post-Petition fees of $1,035.50
while assisting the Debtor with lease renewal terms with one of
the Debtor's tenants.

              About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Borrower Class Says $57M Set-Aside Not Enough
------------------------------------------------------------------
Law360 reported that A class of residential mortgage borrowers on
August 8 attacked Residential Capital LLC's Chapter 11 plan,
saying it improperly aims to keep them from suing nondebtor
entities and that the $57.6 million set aside for borrower claims
isn't enough.

In an objection to ResCap's disclosure statement, which is
scheduled to be considered by U.S. Bankruptcy Judge Martin Glenn
on Aug. 21, the borrowers said they planned to challenge the plan
itself when the time comes, according to the report.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Disclosure Statement Objections Filed
----------------------------------------------------------
Karen Gullo & Joel Rosenblatt, writing for Bloomberg News,
reported that Residential Capital LLC's disclosure statement for
its reorganization was opposed by the U.S. Trustee, which oversees
bankruptcy cases for the government.

According to the report, the trustee said in a filing in U.S.
Bankruptcy Court in Manhattan that the statement doesn't
adequately describe the plan.  Also, provisions of the plan
contained in the disclosure statement include impermissible
payments for the reimbursement of legal expenses of certain
creditors, the trustee said.

Unless the provisions at issue are removed, the plan "is not
confirmable and neither the plan nor the disclosure statement may
be approved," the trustee said in the filing, the report related.

Last month, the bankrupt mortgage company filed a reorganization
plan estimating unsecured creditors will recover about 36 percent
of what they are owed, while debts backed by collateral will be
paid in full.

In the disclosure statement written to help creditors decide how
to vote on the plan, the New York-based company provided recovery
estimates for unsecured creditors owed $2.15 billion and junior
secured noteholders owed $2.22 billion.

                          Other Objections

BankruptcyData reported that other parties -- including the
Federal Home Loan Mortgage Corporation, the Federal Housing
Finance Agency, the Pension Benefit Guaranty Corporation, Amherst
Advisory & Management and the ad hoc group of junior secured
noteholders -- filed with the U.S. Bankruptcy Court separate
objections to Residential Capital's Joint Chapter 11 Plan of
Reorganization.

The noteholders state, "The Disclosure Statement, in its current
form, fails to provide full and fair disclosure regarding critical
aspects of the Global Settlement and Plan. It should not be
approved by this Court until it is amended to remedy the
deficiencies discussed herein. Confirmation of the Plan is
predicated on the satisfaction of three key conditions: (i)
resolution (by judgment or compromise) of the pending litigation
prior to confirmation between the Plan Proponents and the JSNs
regarding the JSNs' secured status and entitlement to post-
petition interest; (ii) approval of the Global Settlement; and
(iii) approval of, and issuance to Ally, of the Debtor Releases
and the Third Party Releases in exchange for the Ally
Contribution. The Disclosure Statement, in its current form, does
not fully and fairly address any of these issues."

The ad hoc group of junior secured noteholders filed with the
Court a motion to file its objection under seal.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Freddie Mac Balks at Settlement With FGIC
--------------------------------------------------------------
Joseph Checkler writing for Daily Bankruptcy Review reports that
Freddie Mac says Residential Capital LLC's $596.5 million
mortgage-backed securities settlement with the Financial Guaranty
Insurance Co. would unfairly harm investors involved in FGIC's
separate rehabilitation proceeding.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Seeks Exclusivity Period Extension
-------------------------------------------------------
BankruptcyData reported that Residential Capital filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file can file a Chapter 11 plan and
solicit acceptances thereof through and including November 14,
2013 and January 14, 2014, respectively.

BankruptcyData said the motion explains, "The Debtors have made
remarkable progress toward confirmation of a Chapter 11 plan, and
are prepared to drive that process to conclusion. Mr. Kruger, the
Debtors and their advisors believe that it is appropriate under
the unique facts of these cases to further extend exclusivity to
allow the Debtors and the Creditors' Committee to prosecute the
Plan through confirmation without the potential distraction of
competing plans. Accordingly, the Debtors believe that a final
extension of the Exclusive Periods is warranted and is in the best
interests of these estates."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROCK-TENN COMPANY: Moody's Changes Outlook on Ba1 CFR to Positive
-----------------------------------------------------------------
Moody's Investor Service changed Rock-Tenn Company's outlook to
positive from stable and raised the Speculative Grade Liquidity
(SGL) rating to SGL-1 from SGL-2. Moody's also affirmed the
company's Ba1 Corporate Family Rating, Ba1 senior unsecured rating
and Ba1-PD Probability of Default Rating. The change in Rock-
Tenn's outlook primarily recognizes the company's improving
operating and financial performance and Moody's expectation of
continued debt reduction.

Issuer: Rock-Tenn Company

Upgrades:

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2

Outlook Actions:

Outlook, Changed To Positive from Stable

Affirmations:

Probability of Default Rating, Affirmed Ba1-PD

Corporate Family Rating, Affirmed Ba1

$350M 4.45% Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

$400M 4.9% Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

$350M 3.5% Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

$350M 4% Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Rating Rationale:

Rock-Tenn's Ba1 corporate family rating reflects the company's
leading market position in corrugated and consumer packaging,
improved operating and financial performance from the integration
of the Smurfit-Stone Container Corporation acquisition and Rock-
Tenn's excellent liquidity. Reduced debt, improved pricing,
synergies and operational improvements have helped the company
strengthen its credit protection metrics. The ratings are
supported by Moody's expectation that Rock-Tenn will realize
further synergies and operational improvements and will continue
to reduce debt over the next 12-18 months. Partially offsetting
these strengths are the highly competitive nature of the paper
packaging industry and Moody's expectation that the company may
pursue debt financed acquisitions that temporarily increase
leverage.

Rock-Tenn's SGL-1 liquidity rating indicates excellent liquidity
supported by $42 million of cash (net of restricted cash), about
$1.5 billion of aggregate availability (as of June 2013) through a
$1.475 billion revolving credit facility that matures in September
2017 and a $700 million receivables based revolving loan that
matures in December 2015 and Moody's expectations of approximately
$500 million of free cash flow over the next four quarters. The
company has debt maturities of $54 million over the next year and
Moody's expects Rock-Tenn will remain in compliance with its
financial covenants over the near term.

The positive rating outlook primarily reflects Moody's expectation
that Rock-Tenn will continue to improve its operating and
financial performance, generating leverage metrics that will be
strong for its rating.

An upgrade will be considered if Moody's assessment of sustainable
(RCF-CapEx)/Adjusted Debt is above 12% and adjusted debt to EBITDA
below 3 times. Moody's would also require assurance that the
financial policies of the new CEO will not pressure the company's
leverage or liquidity with excessive dividend payouts, share
buybacks or debt-financed acquisitions. A downgrade might be
associated with deterioration in market demand or pricing. Should
Moody's expectations of normalized (RCF-CapEx)/Adjusted Debt
decline below 7% or total adjusted debt to EBITDA exceed 4 times,
a downgrade would be considered.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Norcross, Georgia, Rock-Tenn Company is a leading
North American integrated manufacturer of corrugated and consumer
packaging with LTM June 2013 sales of $9.4 billion.


ROGERS BANCSHARES: Has Court Permission to Auction Shares
---------------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that Rogers
Bancshares Inc., the holding company for Arkansas-based
Metropolitan National Bank, received bankruptcy-court approval to
sell its shares at auction, with bidding kicked off by a $16
million offer from a Ford Financial Fund II LP affiliate.

Rogers filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-
bk-13838) on July 5 in Little Rock.  Rogers owes $41.3 million on
three issues of junior subordinated debentures and $39.6 million
on four issues of preferred stock, as reported by the TCR on
July 10, 2013.


ROTECH HEALTHCARE: Equity Holders Object to Chapter 11 Plan
-----------------------------------------------------------
Law360 reported that equity holders of Rotech Healthcare Inc. tore
into the medical equipment provider's Chapter 11 plan, saying the
proposed reorganization discriminates against shareholders and was
not developed in good faith.

According to the report, filed in Delaware bankruptcy court by the
official committee of equity security holders, the objection
claims shareholders are being squeezed out under the plan being
pushed by, and for the benefit of, Rotech's second-lien
noteholders.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Employs GA Keen as Real Estate Advisor
---------------------------------------------------------
Rotech Healthcare Inc. and its debtor affiliates sought and
obtained authority from Judge Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware to employ GA Keen
Realty Advisors, LLC, as real estate advisor.

Mark P. Naughton assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTHSTEIN ROSENFELDT: Ch.11 Trustee's Suit Against Gov't Barred
---------------------------------------------------------------
District Judge Robin S. Rosenbaum held that the Bankruptcy Court
properly found that Herbert Stettin, the Chapter 11 Trustee for
Rothstein Rosenfeldt Adler P.A., is precluded from bringing an
independent fraudulent-transfer action against the U.S. Government
outside of the ancillary proceedings to criminal forfeiture.

In 2009, Scott Rothstein pled guilty to RICO violations, money
laundering, and other crimes associated with an elaborate Ponzi
scheme in a criminal case before the Honorable James I. Cohn.  As
a result of the collapse of the Ponzi scheme, Mr. Rothstein's law
firm, Rothstein Rosenfeldt Adler, was placed into involuntary
bankruptcy proceedings before the Honorable Raymond B. Ray in the
Bankruptcy Court.  Mr. Stettin was appointed Chapter 11 Trustee of
the RRA estate.

On May 29, 2009, prior to the collapse of the Ponzi scheme, Mr.
Rothstein transferred $301,000 from an RRA bank account to fund
the purchase of a home for Joseph and Jody Alu in Fort Lauderdale,
Florida.  Joseph Alu was the personal bodyguard of Mr. Rothstein's
wife, Kim Rothstein.  This $301,000 was secured with a promissory
note and mortgage on the property. However, the note and mortgage
were executed not in favor of RRA, from which the funds nominally
flowed, but rather, in favor of Fifth Court Financial LLC, an
entity created at the time of the transfer whose ultimate
ownership rested with Mr. Rothstein.

During ancillary proceedings to the criminal forfeiture before
Judge Cohn, the Chapter 11 Trustee asserted an interest in assets
forfeited by the Government, including both the RRA account from
which the $301,000 was initially transferred and Fifth Court.
Judge Cohn's Final Order of Forfeiture excluded the RRA account
from forfeiture to the United States.  However, Fifth Court and
all assets held by or owed to it were forfeited to the United
States.

The Chapter 11 Trustee appealed the Final Order of Forfeiture and
related rulings to the Eleventh Circuit Court of Appeals.  The
Eleventh Circuit vacated and remanded the District Court's
decision.  The Eleventh Circuit vacated the forfeiture of RRA bank
accounts containing commingled proceeds of Rothstein's crime and
untainted funds, finding that the District Court instead should
have applied the applicable substitute-property provisions of
criminal-forfeiture law.

Because the Government proceeded with forfeiture in personam, as
opposed to in rem, however, the Eleventh Circuit explained that,
in pursuing substitute assets, the Government may seek to forfeit
only a property interest held individually by Mr. Rothstein, such
as his shareholder's interest in RRA, and, thus, its bank
accounts. But, the court cautioned, should the Government wish to
proceed in this manner, the District Court may, at most, order Mr.
Rothstein to assign his interest to the Government, subject to any
claims that third parties might have.  Then the Government,
standing in Mr. Rothstein's shoes, may appear in the bankruptcy
proceedings and state a claim to Mr. Rothstein's share of law-firm
assets that survive bankruptcy.  Significantly, the District Court
may not directly award Mr. Rothstein's financial share of RRA's
firm to the Government because the Court does not have in rem
jurisdiction over that interest since the Government elected to
proceed against Mr. Rothstein in personam on the forfeiture.

In addition, with regard to Fifth Court and other properties that
the Chapter 11 Trustee alleged had been purchased with funds from
the RRA bank accounts, the Eleventh Circuit remanded the matter to
the District Court to make factual findings about whether, in
fact, the properties were bought using RRA bank-account funds.
The court noted that "[i]f the funds used to acquire the other
properties came from one or more RRA bank accounts, the Chapter 11
Trustee prevails as a matter of law since the funds consisted of
proceeds commingled with legitimate RRA funds and, as such, were
not forfeitable as proceeds."

The present case, however, stems from the Chapter 11 Trustee's
separate adversary complaint in Bankruptcy Court concerning the
funds transferred from the RRA account and ultimately secured by a
note and mortgage in favor of Fifth Court -- funds subject to
additional proceedings on remand in the ancillary forfeiture
matter.  In Bankruptcy Court, the Chapter 11 Trustee alleged that
the transfer from the RRA account was fraudulent, seeking to avoid
and recover the transfer under Bankruptcy Code 11 U.S.C. Sec.
548(a)(1)(A) and Sec. 726.105(1)(1), Fla. Stat.  In addition, the
Chapter 11 Trustee asserted that the note and mortgage in favor of
Fifth Court were invalid and unenforceable because Fifth Court did
not provide consideration for the mortgage.

During the course of the proceedings, the Alus interpled funds
with the Bankruptcy Court to fully satisfy and discharge the
mortgage on their home.  Thus, the issue before the Bankruptcy
Court was essentially whether the interpled funds were owed to the
United States, as successor in interest to Fifth Court, or to the
Trustee and the RRA estate.  The Bankruptcy Court entered summary
judgment in favor of the United States, finding that the Chapter
11 Trustee had attempted to assert rights that could be properly
asserted only through ancillary proceedings to criminal
forfeiture.  The Chapter 11 Trustee appeals that judgment.

According to Judge Rosenbaum, the Chapter 11 Trustee participated
in the ancillary forfeiture proceedings and successfully appealed
the resulting decision.  The implications on the bankruptcy
proceedings of the Eleventh Circuit's remand of the forfeiture
proceedings will not be clear until Judge Cohn has the opportunity
to determine whether Fifth Court was properly forfeited.  Because
of the intervening Eleventh Circuit decision remanding the matter
to the District Court for additional ancillary forfeiture
proceedings, the Chapter 11 Trustee's bankruptcy claim regarding
Fifth Court is not ripe at this time.  Accordingly, the appeal
must be dismissed.

The case, HERBERT STETTIN, Appellant, v. UNITED STATES OF AMERICA,
as successor in interest to FIFTH COURT FINANCIAL, LLC, Appellee,
Case No. 12-62193-CIV (S.D. Fla.).

A copy of the Court's Aug. 6, 2013 Opinion and Order is available
at http://is.gd/1FcG8hfrom Leagle.com.

Herbert Stettin is represented by Paul A. Avron, Esq., Isaac Meyer
Marcushamer, Esq., and Paul Steven Singerman, Esq., at Berger
Singerman LLP.

United States of America successor to Fifth Court Financial LLC,
Appellee, is represented by Evelyn Baltodano-Sheehan, United
States Attorney's Office; and Maureen Donlan, United States
Attorney's Office.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


RURAL/METRO: Section 341(a) Meeting Scheduled for Sept. 12
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Rural/Metro
Corporation, et al., will be held on Sept. 12, 2013, at 1:00 p.m.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.


S. WHITE TRANSPORTATION: Acceptance's Lien Survived Confirmation
----------------------------------------------------------------
The United States Court of Appeals, Fifth Circuit, affirmed a
lower court ruling that a lien on S. White Transportation, Inc.'s
principal asset held by Acceptance Loan Co. survived confirmation
of a Chapter 11 bankruptcy reorganization plan.  S. White appealed
the district court decision.

The appellate case is ACCEPTANCE LOAN COMPANY, INCORPORATED,
Appellee, v. S. WHITE TRANSPORTATION, INCORPORATED, Appellant, No.
12-60648 (5th Cir.).  A copy of the Fifth Circuit's Aug. 5
decision, penned by Circuit Judge Edith Brown Clement, is
available at http://is.gd/wnznWxfrom Leagle.com.

S. White Transportation, Inc., filed for Chapter 11 bankruptcy
(Bankr. S.D. Miss. Case No. 10-51137) on May 17, 2010.  A plan was
confirmed in the Debtor's case on Dec. 21, 2010.


SAGINAW COUNTY: Calls Off Planned $60MM Bond Sale
-------------------------------------------------
Law360 reported that Michigan's Saginaw County has called off a
planned $60 million bond offering that was scheduled for August 8,
in an indication that Detroit's unprecedented Chapter 9 case is
having reverberating effects on the municipal bond market across
the state.

The Saginaw offering's underwriter, Cincinnati-based Fifth Third
Bank, confirmed that the planned bond sale was off, fueling
speculation that potential investors have been spooked by Detroit
emergency financial manager Kevyn Orr's warning that some Detroit
debt holders could see just pennies on the dollar in terms of
recovery, the report said.


SCHOOL SPECIALTY: Creditors Out to Nix 'Make-Whole' Interest
------------------------------------------------------------
Law360 reported that creditors of reorganized School Specialty
Inc. sought to force private equity lender Bayside Finance LLC to
accept payment in full on a $23.7 million "make-whole" penalty,
contending the firm has refused repayment in order to keep
receiving interest while the matter is under appeal.

According to the report, replying to Bayside's objection, School
Specialty's official committee of unsecured creditors -- which in
April lost its challenge of the make-whole claim -- urged a
Delaware bankruptcy judge to order the firm to take full payment.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SELECT TREE: Sec. 341 Creditors' Meeting Continued to Nov. 18
-------------------------------------------------------------
The U.S. Trustee continued the meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Select Tree Farms, Inc.
on Nov. 18, 2013, at 2:00 p.m.  The meeting will be held at J
Buffalo UST - Olympic Towers.

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SIONIX CORP: Board Approves Change of Accounting Firm
-----------------------------------------------------
Sionix Corporation has amended its report on Form 8-K filed with
the U.S. Securities and Exchange Commission on July 24, 2013, to
reflect the approval by the Company's Board of Directors of the
Change in the Company's certifying accountant.

On July 18, 2013, Sionix notified Kabani & Company, Inc.,
Certified Public Accountants, that it was dismissed as the
Company's independent registered public accounting firm.

The reports of Kabani on the Company's financial statements as of
and for the years ended Sept. 30, 2012, and 2011 contained
explanatory paragraphs which noted that there was substantial
doubt as to the Company's ability to continue as a going concern
because the Company had suffered recurring losses and negative
cash flow from operations.

The Company engaged Rothstein Kass as its independent
registered public accounting firm for the Company's fiscal year
ended Sept. 30, 2013.  The Company determined it was advisable to
change to Rothstein Kass, a Dallas, Texas based accounting firm,
in connection with the previous relocation of the Company's
executive offices to Texas.

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.01 million in total assets, $8.95 million in total
liabilities and a $7.93 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SOUTHERN FILM: Section 341(a) Meeting Slated for Aug. 29
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Southern Film
Extruders, Inc., will be held on Aug. 29, 2013, at 10:00 a.m. at
Creditors Mtg Room, Greensboro.  Creditors have until Nov. 27,
2013, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About Southern Film

Southern Film Extruders, Inc., filed a Chapter 11 petition (Bankr.
M.D.N.C. Case No. 13-11026) on Aug. 4, 2013.  John L. Barnes, Jr.,
signed the petition as vice president.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Charles M. Ivey, III, Esq., at IVEY, MCCLELLAN, GATTON, & TALCOTT,
LLP, represents the Debtor as counsel.


SOUTHERN MONTANA: Restructuring Plan Likely to be Confirmed
-----------------------------------------------------------
Law360 reported that Southern Montana Electric Generation &
Transmission Cooperative Inc. will not have to convert its
Chapter 11 plan into a Chapter 7 liquidation, because its
restructuring plan is likely to be confirmed, a Montana bankruptcy
judge ruled August 7.

The creditors committee in June filed to move Southern Montana
Electric Generation & Transmission Cooperative Inc. from Chapter
11 reorganization into a Chapter 7 liquidation, just after the
power company closed a deal with its primary remaining customer,
netting it payments of $2.5 million and $1.4 million for May and
June, Law360 said.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SPECTRUM BRANDS: S&P Raises CCR to 'B+' & Rates $1.1BB Loan 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Madison, Wis.-based Spectrum Brands Inc. to 'B+' from
'B'.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue rating and '1'
recovery rating to the proposed senior secured term loan, which
includes a four-year $700 million tranche and a six-year
$400 million tranche.  The '1' recovery rating indicates S&P's
expectation of very high recovery (90% to 100%) for senior secured
lenders in the event of a payment default.

In addition, S&P raised the issue ratings on the existing senior
secured debt -- including the existing senior secured term loan
due 2019 -- to 'BB' from 'B', and revised the recovery rating to
'1' from '3'.  S&P will withdraw the issue rating on the 9.5%
senior secured notes upon full repayment of the notes.

S&P also raised the issue rating on the senior unsecured notes --
including the 6.75% $300 million notes, the 6.375% $520 million
notes, and the 6.625% $570 million notes -- to 'B' from 'B-'.  The
recovery rating remains '5', indicating S&P's expectation for
modest recovery (10% to 30%) for senior unsecured noteholders in
the event of a payment default.

The upgrade of Spectrum Brands reflects the company's continued
debt reduction, the solid performance from recently acquired
hardware and home improvement group (HHI) of Stanley Black &
Decker Inc., and the estimated $50 million of interest expense
savings from the proposed refinancing.

"We now forecast cumulative free cash flow of between $550 million
and $600 million during 2013 and 2014," said Standard & Poor's
credit analyst Brian Milligan.  "We continue to believe the
company will direct a significant portion of free cash flow
towards accelerated debt reduction."

The stable outlook reflects S&P's expectation for adjusted EBITDA
growth of about 15% and debt reduction of more than $250 million
to reduce leverage to the low-4x area during fiscal 2014.


TITAN ENERGY: Amends First Quarter Form 10-Q
--------------------------------------------
Titan Energy Worldwide, Inc., filed an amendment to its quarterly
report on Form 10-Q for the period ended March 31, 2013, to revise
Footnote 1 - Going Concern and the Liquidity and Capital Resources
included in Management Discussion and Analysis, as originally
filed with the U.S. Securities and Exchange Commission on May 22,
2013.

Not conforming to the Regulation S-X Rule 8-03, the Company's
interim financial statements included in the Quarterly Report have
not been reviewed by an independent public accountant with
professional standards for conducting those reviews.  The review
was not completed due to the cost and availability of cash
required to pay past due fees owed to the Company's independent
accountant.

The Company believes this is a temporary situation and will
request the independent public accountants to complete the review
when the Company's liquidity position improves and the Company has
completed a payment arrangement.  Upon the completion of the
review of the Company's condensed sonsolidated financial
statements for the period ended March 31, 2013, the Company will
file a further amendment to the Form 10-Q.

A copy of the amended Form 10-Q is available for free at:

                      http://is.gd/q0BstA

                       About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy disclosed a net loss of $1.43 million on $19.15
million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $3.43 million on $14.06 million of net
sales for the year ended Dec. 31, 2011.

As of June 30, 2013, the Company had $5.76 million in total
assets, $9.48 million in total liabilities and a $3.71 million
total stockholders' deficit.

                           Going Concern

The Company believes it will be profitable for the year 2013 and
is in the process of restructuring its balance sheet.  However the
Company said that until it is successful in completing these
items, the accumulated deficit and the notes that are in default
raise substantial doubt as to the Company's ability to continue as
a going concern.  Management has taken these steps that it
believes will be sufficient to provide the Company with the
ability to continue its operations:

   "Management has entered into an agreement with Forefront
    Capital to raise up to $5 million on a best efforts basis.
    While there is no guarantee that these efforts will result in
    any new capital for the Company, these potential funds would
    have a significant impact on the Company's ability to
    restructure its debt and improve its cash flow.

    Management has been successful in having the majority of the
    Convertible Notes extend their due date to July 1, 2014.
    These extensions were achieved to allow the Company the time
    to complete its restructuring of the balance sheets.  These
    note holders will convert their notes and accrued interest
    into equity if the item above is successful.

    Management will continue to take steps to expand and increase
    its service sales and work order flow.  Service sales account
    for the highest margins of any business segment and the
    quickest turnaround in terms of customer payments.

    Management will seek to either restructure or replace its
    existing factoring agreement with either an asset based or
    bank line of credit before the end of the year 2013.
    Management believes the company is eligible for a lower cost
    lending facility and that this could save the Company up to
    $300,000 a year in interest and fees."

The Company's interim financial statements for the period ended
June 30, 2013, have not been reviewed by an independent public
accountant with professional standards for conducting those
reviews, as established by generally accepted auditing standards,
as may be modified or supplemented by the Securities and Exchange
Commission.  The review was not completed due to the cost and
availability of cash required to pay past due fees owed to the
Company's independent accountant.


TM REAL ESTATE: Can Employ Fox Rothschild as Bankruptcy Counsel
---------------------------------------------------------------
TM Real Estate Holding LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Fox Rothschild LLP as general
bankruptcy counsel.

The firm, will among other things, provide these services:

   a. assisting, advising and representing the Debtors and
      Debtorsin-Possession in the administration of their
      bankruptcy estates;

   b. assisting, advising and representing the Debtors and
      Debtorsin-Possession in analyzing their assets and
      liabilities and investigating the extent and validity of
      alleged liens; and

   c. attending meetings and negotiating with the representatives
      of the Debtors' lenders, lessors, creditors and other
      parties in interest.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Proposed attorneys for the Debtor can be reached at:

         Yann Geron, Esq.
         Kathleen Aiello, Esq.
         FOX ROTHSCHILD, LLP
         100 Park Avenue, 15th Floor
         New York, NY 10017
         Tel: (212) 878-7900
         Fax: (212) 692-0940
         E-mail: ygeron@foxrothschild.com
                 kaiello@foxrothschild.com

TM Real Estate Holding LLC filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 13-44046) on June 28, 2013.  Judge Carla E.
Craig presides over the case.  The Debtor scheduled assets of
$10,900,000 and liabilities of $10,497,264.  The petition was
signed by John Noce, manager.


TOURO INFIRMARY: S&P Raises Rating on 2 Bonds From 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BBB' from 'BB+' on Louisiana Public Facilities Authority's series
1993 and 1999 bonds, issued for Touro Infirmary.  The outlook is
stable.

"The rating upgrade reflects our view of Touro's improving
financial position due to its robust fiscal 2012 operating margin
and the corresponding improvement in balance sheet metrics, which
were supported by a substantial and higher-than-budgeted increase
in Medicaid Upper Payment Limit funding," said Standard & Poor's
credit analyst Karl Propst.  "It also reflects our opinion of the
system affiliation agreement signed with Children's Hospital in
New Orleans, under which Touro has received financial support for
its capital spending needs as well as other benefits," continued
Mr. Propst. Children's debt is rated AA-/Stable.

Specifically, the 'BBB' rating reflects S&P's opinion of:

   -- Touro's growing patient volumes and third consecutive year
      of operating profitability, which is supported by a
      significant increase in supplemental Upper Payment Limit
      (UPL) funding;

   -- Solid maximum annual debt service (MADS) coverage of 5.1x
      (3.8x on an operating lease-adjusted basis) as of fiscal
      year end 2012 and management's expectation of much higher
      MADS at fiscal year end 2013 based on the additional UPL;
      and

   -- Improved balance sheet, highlighted by moderating leverage
      and increases in days' cash and in cash to long-term debt
      metrics.

On Dec. 31, 2012, Touro had $72.6 million of long-term debt
outstanding.


TPO HESS: 1st Amended Joint Liquidation Plan Declared Effective
---------------------------------------------------------------
TPO Hess Holdings, Inc., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the Effective Date of
First Amended Joint Plan of Liquidation occurred on Aug. 5, 2013.

On July 24, the Court issued an order authorizing the sale of
substantially all of the Debtors' assets to Bang Printing of Ohio
Inc., the highest and best bidder, pursuant to an asset purchase
agreement dated May 17, 2013.  The Court also confirmed the
Debtors' Amended Plan.

As reported in the Troubled Company Reporter on June 28, 2013, the
Debtors' Prepackaged Plan provides for the distribution of
proceeds of a sale of substantially all of the Debtors' assets.
The Debtors believe that their secured lenders are the only
parties that are impaired, and who are entitled to a distribution
under the Plan.

As reported in the TCR on May 23, 2013, the prepackaged plan will
be financed by a sale of the business for $19.3 million to Bang
Printing of Ohio Inc.

A copy of the Prepackaged Plan is available for free at
http://bankrupt.com/misc/TPOHESS_plan.pdf

                         About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street and Deinard.

Pauline K. Morgan, Esq. at Young Conaway Stargatt & Taylor, LLP,
and Paul Weiss Rifkind Wharton Garrison, LLP, represent the
Debtors as counsel, Epiq Bankruptcy Solutions as claims and
noticing agent, and Houlihan Lokey as financial advisor.

Holders of $74 million in second-lien notes had already
unanimously accepted the plan where they would receive $1.5
million, or a 2 percent recovery.  First-lien debt of $11.9
million is to be paid in full.  Unsecured creditors with $20
million in claims didn't vote on the plan because they are to
receive nothing.


TRIBUNE CO: Litigation Trustee Amends Two Complaints Over 2007 LBO
------------------------------------------------------------------
On August 1, 2013, Marc S. Kirschner, Litigation Trustee to the
Tribune Litigation Trust, amended two complaints that were
originally drafted and filed by the Tribune Committee of Unsecured
Creditors seeking to undo some of the billion of damages caused by
the failed leveraged buyout of the Tribune Company in 2007.  The
immensely leveraged transaction piled debt upon an already
struggling Tribune -- one of America's most venerable media
companies -- resulting in massive job cuts and huge losses for
Tribune's creditors.  Less than a year after the closing of the
LBO, Tribune filed for bankruptcy.

The amended complaints, part of a multi-district litigation
currently consolidated before Judge Richard J. Sullivan in the
United States District Court for the Southern District of New
York, contain a thorough overhaul of the factual allegations set
forth in the prior complaints and reflect the significant
development of the factual record since the complaints were
originally filed by the Committee.

                      The Two Complaints

The complaint captioned Kirschner v. FitzSimons seeks to hold
responsible the directors, controlling shareholders and officers
of Tribune who arranged and consented to the disastrous LBO,
Sam Zell and his Equity Group Investments vehicles that arranged,
financed, and benefitted from the buyout, the shareholders who
were cashed out using debt incurred by Tribune, and the advisors
that blessed the doomed transaction.  As one of Tribune's
directors and representative of its largest shareholder put it:
"what the Trusts saw [leading up to the LBO] was a four-star
black-diamond run headed straight downhill . . . we wanted off the
ski slope."  A representative of Tribune's second largest
shareholder, on the day that the LBO was approved, remarked that
"God understands, but may not forgive us for what we are bout do
do to good Olde TRB. [sic]" The FitzSimons complaint now includes
thirty six counts alleging breaches of fiduciary duties,
intentional fraudulent transfers, preference and other avoidance
claims, equitable subordination and disallowance, professional
malpractice, fraud, insider trading, and breach of contract.

The complaint captioned Kirschner v. Citigroup, on the other hand,
is targeted at the banks who advised Tribune to burden itself with
enormous amounts of debt used to fund the buyout despite their own
deep concerns that the company would no longer be solvent.  One of
Citigroup's Managing Directors remarked internally just a week
before the LBO's approval that she was "still extremely
uncomfortable with Zell. . . . Declining ebitda is scary. Until
yesterday I did not know that Q1 cash flow was down 20 from last
year. . . . I'm very concerned." Despite those serious
reservations, Citi recommended that the LBO go forward. .  The
Citigroup complaint charges Merrill Lynch and Citigroup with
aiding and abetting breaches of fiduciary duties, professional
malpractice, and seeks to avoid and recover the fees paid to them
as fraudulent transfers under the Bankruptcy Code.

The Litigation Trustee has stated that "the amended complaints
contain overwhelming evidence that Tribune's management and Board
of directors, acting at the behest of its largest shareholders and
Sam Zell, and with the complicity of its many advisers, engaged in
a massive scheme intentionally to hinder, delay and defraud
Tribune's creditors."

The Litigation Trustee is represented by Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, Friedman Kaplan Seiler &
Adelman LLP, and Akin Gump Strauss Hauer & Feld LLP.

To read the First Amended Complaint, please click here.

To read the Fifth Amended Complaint, please click here.

For further information relating to the FitzSimons action, or the
recent amendment to that complaint, please contact David Zensky,
of Akin Gump Strauss Hauer & Feld LLP, at 212- 872-1075 or
dzensky@akingump.com

For further information relating to the Citigroup action, or the
recent amendment to that complaint, please contact Robert Lack, of
Friedman Kaplan Seiler & Adelman LLP, at 973-877-6408 or
rlack@fklaw.com

The amended complaints and more information about the Tribune
Litigation Trust can be found at
http://www.tribunetrustlitigation.com

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Delays Auction of Mine Operations
-----------------------------------------------
Law360 reported that a Kentucky bankruptcy judge approved a bid by
Trinity Coal Corp. to hold off on a planned auction for its mining
operations in West Virginia and Kentucky, while the company
engages in discussions with its parent about a possible $103
million restructuring plan.

According to the report, U.S. Bankruptcy Judge Tracey N. Wise
ordered the maturity date under Trinity's debtor-in-possession
credit agreement to be pushed back until the end of November, and
authorized the miner to borrow an additional $7 million from the
revolving DIP lenders.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRINITY COAL: Judge Clears Co. to Pursue Restructuring Plan
-----------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a bankruptcy
judge allowed struggling Trinity Coal Corp. to halt the bankruptcy
auction process for its Appalachian coal mining operations so that
executives and the company's owners have time to negotiate a $103
million debt-repayment deal instead.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


VS FOX: U.S. Trustee Seeks Chapter 7 Conversion of Cases
--------------------------------------------------------
David L. Miller, the Chapter 11 trustee of VS Fox Ridge, LLC, et
al., seeks conversion of each of the Debtors' Chapter 11
bankruptcy cases into proceedings under Chapter 7.

The Trustee believes the conversion of the cases is in the best
interest of the estates and their creditors as he already has sold
the vast majority of the Debtors' assets and thus, there is little
to no additional positive revenue that can be generated for either
estate.

While there may be additional assets that can generate cash for
the Estates (through litigation or sale), those assets can be
liquidated just as easily under Chapter 7, the Trustee says.  By
contrast, charges and costs, including, in particular,
administrative costs, which includes the cost of preparing and
filing monthly Chapter 11 operating reports, will continue to
accrue, the Trustee points out.

Likewise, the Trustee says, there is no reasonable chance of
"rehabilitation" of either of the Debtors in these Bankruptcy
Cases because the Trustee has sold substantially all of the
Debtors' assets, and the Debtors have no continuing business
operations.

The Court will convene a hearing on Aug. 19, 2013, at 10:00 a.m.
to consider the U.S. Trustee's request.

Michael R. Johnson, Esq., and David H. Leigh, Esq., of Ray Quinney
& Nebeker P.C., serve as counsel for the Chapter 11 trustee.

                       About VS Fox Ridge

VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah
Case No. 12-28001) in Salt Lake City on June 20, 2012.  Alpine,
Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Ray Quinney & Nebeker P.C. serves as general bankruptcy and
litigation counsel for David L. Miller, the duly appointed trustee
of the jointly-administered Chapter 11 bankruptcy estates of VS
Fox Ridge, LLC, and Stephen Lamar Christensen and Victoria Ann
Christensen.

Judge Joel T. Marker presides over the case.  The petition was
signed by Stephen Christensen, manager.


WARREN RESOURCES: Moody's Withdraws CFR and Sr. Notes Rating
------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to Warren
Resources, Inc. and its proposed $200 million senior notes due
2021. The senior notes offering was not completed.

Ratings withdrawn:

Issuer: Warren Resources, Inc.

  B3 Corporate Family Rating

  B3-PD Probability of Default Rating

  SGL-2 Speculative Grade Liquidity Rating

  Caa1, LGD4, 65% Senior Unsecured Regular Bond/Debenture

  Rating outlook withdrawn


WILLBROS GROUP: Moody's Assigns 'B3' CFR Following Refinancing
--------------------------------------------------------------
Moody's assigns B3 Corporate Family Rating, B3-PD Probability of
Default Rating, and SGL-3 Speculative Grade Liquidity rating to
Willbros Group, Inc. following successful refinancing of its term
loan and revolving credit facility. Simultaneously, Moody's
withdrew the B3 CFR and B3-PD PDR, and SGL-3 Speculative Grade
Liquidity Rating at Willbros United States Holdings. The rating
assignments reflect the change in the contemplated borrower under
the term loan to Willbros Group, Inc. from Willbros United States
Holdings. All other ratings remain unchanged.

Ratings Rationale:

Willbros' B3 corporate family rating reflects its small size, poor
margins, weak short-term backlog, exposure to highly competitive
and cyclical end markets and track record of inconsistent project
execution. The company continues to struggle to generate
consistent profitability and has very weak EBITA margins due to
the competitive nature of the engineering and construction
industry, periodic execution and productivity issues and its
inability to effectively execute its growth strategy.

Willbros rating is supported by its moderate leverage, segment
diversity, and exposure to end markets with positive long-term
prospects and the significantly improved debt maturity and
liquidity profile that is expected to result from the proposed
refinancing. The company will be extending its closest debt
maturity by four years and significantly improving its liquidity
position.

The principal methodology used in this rating was the Global
Construction Industry Methodology published in November 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Willbros United States Holdings, Inc. is a wholly-owned subsidiary
of publicly traded Willbros Group, Inc and is headquartered in
Houston, Texas. The company provides engineering and construction
(E&C) services to the oil, gas and power industries primarily in
North America. Willbros reports its results in three segments: Oil
& Gas (63% of revenues; 27% of backlog) is focused on the U.S.
market and specializes in pipelines and associated facilities and
provides maintenance and turnaround services for refineries;
Utility T&D (26%; 57%) provides end-to-end infrastructure
construction services, primarily for the electric and natural gas
utility end-markets; and Canada (11%; 16%) provides E&C services
to the oil sands industry. Willbros' revenue for the 12 months
ending March 31, 2013 was $2.1 billion and its backlog totaled
$2.0 billion, of which $880 million was expected to be realized
over the next twelve months. Approximately 80% of Willbros'
backlog is in the US and 20% in Canada.


WILLBROS GROUP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Willbros Group Inc. to stable from negative.  At the same time,
S&P affirmed the ratings on the company, including the 'B-'
corporate credit rating.

"The outlook revision reflects the company's recent refinancing,
alleviating pressure from previously upcoming debt maturities,"
said Standard & Poor's credit analyst Robyn Shapiro.  "We also
expect that improving operating performance will enable the
company to generate moderate free cash flow."

The rating on Willbros reflects our assessment of the company's
"highly leveraged" financial risk profile and "vulnerable"
business risk profile. Willbros provides engineering,
construction, turnaround, maintenance, life-cycle extension,
facilities development, and operations services to industry and
government entities globally in the oil, gas, power, refining,
and petrochemical industries.

The rating incorporates the inherent cyclicality of the
engineering and construction services sector in which Willbros
participates.  The operating losses associated with certain of the
company's current and previous projects illustrate the inherent
risks associated with the sector.  Specifically, these risks
include the sector's competitive nature, the economic and
political risks in Willbros' upstream markets, and the potential
for cost overruns in the execution of fixed-price contracts.
Still, S&P believes that the company's long-term operating
performance could benefit from fundamentals supporting increased
activity in some of its end markets.

The outlook is stable.  Despite previous execution challenges, S&P
expects that Willbros' improving operating performance will enable
the company to generate moderate free cash flow in 2013.

S&P could raise the rating during the next 12 months if the
company continues to generate and sustain positive free cash flow.
S&P would expect the company to maintain adequate liquidity,
including at least 15% headroom under financial covenants, and to
continue maintaining leverage at less than 5x.

S&P could lower the rating if Willbros' operating performance
declines, causing liquidity to deteriorate due to ongoing cash
outflows and covenant headroom to decrease to less than 10%.  This
could result from any unexpected execution challenges and project
losses.


WL HOMES: 3rd Cir. Says Wachovia Security Interest Enforceable
--------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit affirmed decisions
by the bankruptcy court and district court holding that Wachovia
Bank, National Association, had an enforceable security interest
in the bank account of JLH Insurance Corporation, a wholly owned
subsidiary of WL Homes LLC.

In 2007, Wachovia extended a loan to WL Homes.  In exchange, WL
Homes granted Wachovia a security interest in the $10 million bank
account of JLH.  WL Homes eventually filed a bankruptcy petition
and Wachovia sought a declaration in U.S. Bankruptcy Court for the
District of Delaware that it had an enforceable security interest
in the JLH bank account. The Bankruptcy Court granted Wachovia's
motion for summary judgment, holding that Wachovia had a valid
security interest in the account because JLH had consented to the
pledge and, in the alternative, because WL Homes had use and
control of the JLH account. The Chapter 7 trustee appointed to
represent both WL Homes and JLH appealed. The District Court
affirmed the grant of summary judgment on the basis of consent but
reversed the use and control holding. Both parties appeal the
decision of the District Court.

The case before the Third Circuit are, WACHOVIA BANK NATIONAL
ASSOCIATION, v. WL HOMES LLC; JLH INSURANCE CORPORATION; GEORGE L.
MILLER George L. Miller; JLH Insurance Corporation, Appellants.
In re: WL HOMES, LLC, Debtor; and WACHOVIA BANK NATIONAL
ASSOCIATION, Appellant, v. WL HOMES LLC; JLH INSURANCE
CORPORATION; GEORGE L. MILLER, Nos. 12-3414, 12-3493 (3rd Cir.).
A copy of the Third Circuit's decision dated Aug. 8, 2013, is
available at http://is.gd/qIt8Cjfrom Leagle.com.

WL Homes and JLH are represented by:

          Steven M. Coren, Esq.
          Brian L. Watson, Esq.
          KAUFMAN, COREN & RESS, P.C.
          Two Commerce Square, Suite 3900
          2001 Market Street
          Philadelphia, PA 19103-2713
          Tel: 215-735-8700
          E-mail: scoren@kcr-law.com
                  bwatson@kcr-law.com

Wachovia, now Wells Fargo following the banks' merger, is
represented by:

          Francis A. Monaco, Jr., Esq.
          Thomas M. Horan, Esq.
          WOMBLE CARLYLE SANDRIDGE & RICE, LLP
          222 Delaware Avenue, 15th Floor
          Wilmington, DE 19801

               - and -

          James D. Whooley, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY, LLP
          601 S. Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Tel: 213-892-4429
          E-mail: jwhooley@milbank.com

                        About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- was one of metro Denver's largest homebuilders.  It
built under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


WL HOMES: Wachovia Wins $10MM Bank Account
------------------------------------------
Law360 reported that Wachovia Bank NA won dibs on the $10 million
bank account of an insurance company, when the Third Circuit ruled
the insurer's bankrupt parent had control of the account at the
time it posted the money as collateral on a Wachovia-underwritten
loan.

According to the report, Wachovia had sued WL Homes LLC's Chapter
7 bankruptcy trustee for the account, held by the home builder's
subsidiary JLH Insurance.

                        About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


* Moody's Notes Rise of Spec-Grade Corp. Default Rate in July
-------------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
came in at 2.9% in July, up slightly from 2.8% in June, Moody's
Investors Service says in its monthly default report. The latest
global reading exactly matches the rating agency's year-ago
forecast.

"Corporate default rates have been holding steady at historically
low rates, ranging between 2% and 3% for most of the past two and
a half years," notes Albert Metz, Managing Director of Credit
Policy Research.

Four Moody's-rated corporate debt issuers defaulted last month,
and for the year to date the number is 43, with 24 from the US, 13
from Europe and the remainder from Latin America.

In the US, the speculative-grade default rate finished July at
2.8%, down from 2.9% in June. Last year, the US default rate was
3.4% at end-July. In Europe, the rate held steady at 3.4% from
June to July. A year ago, the European rate was also 3.4%.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to finish 2013 at 3.0%, and to
arrive at 2.5% in July 2014.

Across industries over the coming year, Moody's continues to
expect default rates to be highest in the Media: Advertising,
Printing & Publishing sector in the US, and the Hotel, Gaming &
Leisure sector in Europe.

By dollar volume, the global speculative-grade bond default rate
came in at 1.9% in July, up from 1.8% in June. At this time last
year, the rate was 2.0%.

In the US, the dollar-weighted speculative-grade bond default rate
held steady at 1.5% from June to July. The comparable rate was
1.7% in July 2012.

In Europe, the dollar-weighted speculative-grade bond default rate
finished July at 3.2%, up slightly from June's revised rate of
3.1%. The European rate stood at 3.5% at the end of July last
year.

Moody's global distressed index edged lower in July, to 8.8% from
9.1% in June. A year ago, the index stood at 18.3%.

In the leveraged-loan market, two Moody's-rated issuers defaulted
in July, both from the US. Moody's trailing 12-month US leveraged
loan default rate finished July at 2.5%, up from 2.3% in June. A
year ago, the loan default rate stood at 2.5%.


* Indiana Senator to Push for Municipal Bankruptcy Law
------------------------------------------------------
Associated Press reports that a northwestern Indiana lawmaker said
he will push a measure next year that would change state law to
allow local governments to file for bankruptcy like Detroit did in
July.

AP relates that Republican Sen. Ed Charbonneau of Valparaiso said
it's time for Indiana to set up a process to make bankruptcy an
option for distressed local governments when all other choices
have been exhausted.

Federal bankruptcy laws allow municipal governments to seek
Chapter 9 bankruptcy protection only if their state authorizes it,
the report noted. Only 28 states allow local government
bankruptcies under various conditions, the report notes.

According to the AP, The Times in Munster reported that a dozen
states, including Michigan, allow municipal bankruptcies when
state remedies have been unsuccessful. Other states allow local
bankruptcies even if local officials don't seek state help.

Between 1980 and 2012, just 262 of the 55,000 local governments
that can issue debt filed for bankruptcy, AP reports citing the
Pew Charitable Trusts.

But Mr. Charbonneau said he believes Detroit's bankruptcy shows
the need to have measures in place, AP adds.


* Mortgage Delinquencies Hit Five-Year Low
------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
the share of homeowners behind on their mortgage payments or
facing foreclosure fell to a five-year low during the second
quarter, though they are still well north of historical levels,
according to a survey released Aug. 8.

According to the report, the Mortgage Bankers Association said
5.9% of mortgages on one-to-four-unit homes were 90 days or longer
past due or in the foreclosure process at the end of the June,
representing around 2.8 million households, down from a peak of
4.5 million. The second-quarter figure was down from 7.3% one year
earlier and a high of 9.7% in late 2009.

"At a national level, all of the indicators are good. The numbers
are down where they should be down," said Jay Brinkmann, the chief
economist for the Mortgage Bankers Association, the news agency
said.  Before the housing boom, seriously delinquent rates
averaged around 2.5%.

The data show that for many of the hardest-hit parts of the
country, fears of a large overhang of potential foreclosures -- a
so-called "shadow inventory" -- haven't materialized and aren't
likely to do so, said Mr. Brinkmann, the report further related.

Delinquencies and foreclosures have returned closer to their pre-
crisis levels in states such as California and Arizona that don't
require mortgage companies to take back homes by appearing before
a judge, the report said.


* Ex-Paralegal Sues Bankruptcy Firm Over Wrongful Termination
-------------------------------------------------------------
Law360 reported that a former paralegal hit Simon Resnik & Hayes
LLP with a wrongful termination lawsuit, alleging the California
bankruptcy law firm forced her to work through lunch, didn't pay
her overtime and ultimately fired her when she objected to its
policies.

The firm fired Carla Muskrath on Feb. 8, after the paralegal
complained about being denied a 30-minute lunch period and not
receiving overtime payments, according to the complaint filed in
California Superior Court in Los Angeles County, the report
related.


* Obama Fraud Task Force Takes on the Big Banks
-----------------------------------------------
Greg Farrell, Phil Mattingly & Karen Gullo, writing for Bloomberg
News, reported that the criminal investigation of JPMorgan Chase &
Co.'s mortgage-backed securities practice is evidence a U.S.
Justice Department task force set up to investigate causes of the
financial crisis is finally getting some traction against banks
blamed for ruining the economy.

According to the report, the probe, disclosed in the bank's
quarterly filing, is the latest enforcement effort to emerge from
the Residential Mortgage Backed Securities Working Group. It was
set up last year on orders of President Barack Obama to coordinate
prosecutions of fraudulent underwriting activity by banks that
contributed to the financial crisis.

The JPMorgan probe, which is also looking at possible civil
violations, grew out of the working group's efforts, said Lauren
Horwood, a spokeswoman for U.S. Attorney Benjamin Wagner in
Sacramento, who is leading the investigation and is a member of
the group's parent, the Financial Fraud Enforcement Task Force,
the report related.

"Over the last year and a half, the RMBS Working Group members
have been aggressively investigating multiple cases across the
country and the public is only beginning to see the results,"
Associate Attorney General Tony West, the No. 3 ranking official
at the Justice Department, said in an e-mail, the report further
related.

The JPMorgan Chase investigation, which may not lead to criminal
charges, follows parallel civil lawsuits filed earlier this week
by the U.S. Securities and Exchange Commission and the U.S.
Attorney Office in Charlotte, North Carolina, the report said.
U.S. officials claim Bank of America Corp. failed to disclose
risks embedded in $850 million in mortgage-backed securities
issued in 2008.


* Court: Wells Fargo Must Face Mortgage Modification Suits
----------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that Wells
Fargo & Co. must face lawsuits by home loan borrowers over claims
the bank refused to offer them permanent mortgage modifications
for which they assert they qualified, a U.S. appeals court ruled.

According to the report, the federal government's 2009 Home
Affordable Modification Program requires the bank to offer
permanent adjustments to homeowners who met the terms of a trial-
period modification, a three-judge panel of the U.S. Court of
Appeals in San Francisco ruled.

"The program seems to have created more litigation than it has
happy homeowners," the judges said in an Aug. 9 decision.

Reversing a lower-court dismissal of two separate lawsuits, the
panel rejected the conclusion Wells Fargo was only bound if it had
actually offered the borrowers a fully-executed copy of a
modification agreement, the report said.

The terms of the trial period plan "cannot convert a purported
agreement setting forth clear obligations into a decision left to
the unfettered discretion of the loan servicer," the panel said,
the report related.

The cases are Corvello v. Wells Fargo Bank NA, 11-16234 and Lucia
v. Wells Fargo Bank NA, 11-16242, U.S. Court of Appeals for the
Ninth Circuit (San Francisco).


* SEC Seeks Admission of Wrongdoing from JPMorgan
-------------------------------------------------
Dina ElBoghdady and Danielle Douglas, writing for The Washington
Post, reported that the SEC has routinely used boilerplate
language that allows defendants to pay fines without acknowledging
liability, a policy that has been criticized by some judges.

According to the report, the Securities and Exchange Commission is
negotiating a settlement with JPMorgan Chase in which the bank
would be required to admit wrongdoing in its handling of a
multibillion-dollar trading loss initiated by one of its traders,
a person familiar with the matter said.

If the SEC gets its way, the deal would apply a standard recently
unveiled by SEC Chairman Mary Jo White that demands an admission
of misconduct in certain types of civil settlements, the report
related.  The agency has routinely used boilerplate language that
allows defendants to pay fines without acknowledging liability, a
policy that has been criticized by some judges.

Even before White made the announcement in June, the SEC was
eyeing cases that the new policy might be applied to, and the case
of the JPMorgan trader, known as the "London Whale," was among
them, the report said.  A deal is not imminent, said the person
familiar with the matter, who asked not to be named because the
person is not authorized to speak.


* Wells Fargo Wins Trial over Securities-Lending Losses
-------------------------------------------------------
Andrew Harris & Beth Hawkins, writing for Bloomberg News, reported
that Wells Fargo & Co. was cleared by a jury of claims it
misrepresented a securities-lending program to Blue Cross Blue
Shield of Minnesota and other institutional investors and a demand
it pay for $8.2 million of losses.

According to the report, a federal court jury in St. Paul,
Minnesota, on Aug. 8 returned a verdict rejecting allegations in
the plaintiffs' 2011 lawsuit that the bank marketed a risky
program as safe, leading to losses the bank blamed on the
financial crisis alone.

"The verdict validates that Wells Fargo was focused at all times
on serving our clients' interests," the lender said in a post-
verdict statement, the report related.  Wells Fargo sought "to
achieve the best results for all participants in the securities
lending program during extremely difficult economic conditions."

Plaintiffs' lawyer Michael V. Ciresi declined to comment, the
report said.

The case is one of at least five filed in Minnesota against Wells
Fargo over the securities-lending program, which was based in the
state, according to the report.  Under the program, Wells Fargo
held its clients' securities in custodial accounts and made
temporary loans of the instruments to brokers. The brokers used
the securities to support trading activities such as short sales
and option contracts.

The Minnesota case is Blue Cross Blue Shield of Minnesota v. Wells
Fargo Bank, 11-cv-02529, U.S. District Court, District of
Minnesota (St. Paul).


* SAC Business Plan Goes to Judge
---------------------------------
Jenny Strasburg, writing for The Wall Street Journal, reported
that SAC Capital Advisors LP and prosecutors asked a federal judge
to approve an agreement that would allow the hedge-fund giant to
maintain business operations but restrict its ability to move
assets elsewhere while facing criminal insider-trading charges,
according to filings related to the case.

The terms proposed by SAC and the Manhattan U.S. Attorney's Office
would require the firm to maintain at least 85% of the "aggregate
value" of assets owned by the firm's "entity defendants" as of
July 1, in exchange for its continuing ability to engage in lawful
operations, according to the filings, the report related.

If the assets fell below the specified level in a given month, it
would be required to "replenish" them within five days after the
end of that month, according to the filings, the report added.

The filings -- a protective order and related application -- were
signed by prosecutors and lawyers for SAC Capital and submitted
for approval by U.S. District Judge Richard Sullivan, the report
related.

It was unclear whether the judge had approved the agreement, the
report said.


* Failure Tally Hits 18 as Regulators Close Wisconsin Bank
----------------------------------------------------------
Nathalie Tadena, writing for DBR Small Cap, reported that
regulators on Aug. 9 closed a small bank in Wisconsin, bringing
the nationwide tally of bank failures to 18 for the year.


* Huron Financial Outlines Technology Turnaround Strategy
---------------------------------------------------------
Recently, Standard & Poor's announced that companies in the media,
entertainment and high-tech industries are the highest ranked for
credit downgrades -- in part because of the volatility of the
sector.  To address the instability in the technology sector,
Huron Financial experts Ray Anderson and Stuart Walker created a
framework for situational analysis, turnaround strategies, and
tactics to aid businesses.

"Technological change and shifting customer preferences occur
rapidly," said Ray Anderson, managing director, Huron Financial.
"Therefore organizational change in technology companies must be
swift and pointed."

Huron Financial's framework offers a two-pronged approach:

Situational analysis: Identify the root causes of distress and
build a strategy to increase probability of short-term survival
and long-term viability.  It is critical to pinpoint the product's
position in the technology life cycle and assess competition.
Remember, turnarounds are rarely linear, and strategy and tactics
must evolve as the process progresses.

Strategy & Tactics: Effective turnaround plans focus on people,
tactics and timelines.  Several tried and true strategies exist,
including:

    * Niche Strategy: Focus on core products and customers. Sell
or eliminate non-core activities.

    * Harvest Strategy: Maximize cash flow in the short term by
avoiding additional investment in the business, greatly reducing
operating expenses, and raising prices.

    * Leapfrog Strategy: Sell the business or place all bets on
products in the ascendant phase of the technology life cycle.

"In the past, cell phones replaced landlines; today, apps take the
place of consumer software; and tomorrow, it is all but assured
that streaming video will dominate cable television," said Stuart
Walker, senior director, Huron Financial.  "Disruptive innovations
are inherent to the technology industry, which is why focusing on
the remaining ?useful life' of products is one of the most
important and difficult aspects of turnaround."

To read the full article, "Technology Turnarounds: Where Moore's
Law Meets Less Cash Flow," visit http://is.gd/flYSPe

If you are interested in speaking with Ray Anderson or Stuart
Walker or another one Huron Financial's experts, please contact:

Jennifer Frost Hennagir
Telephone: 312-880-3260
E-mail: jfrost-hennagir@huronconsultinggroup.com

Jenna Nichols
Telephone: 312-880-5693
E-mail: jnichols@huronconsultinggroup.com

                       About Huron Financial

Huron Financial provides financial advisory, restructuring and
turnaround, interim management, valuation, forensic and
litigation, and operational improvement consulting services to
companies in transition, boards of directors and investors and
lenders.  Its consultants provide senior level involvement and
extensive industry experience to drive results.  Its experienced
leadership, management depth and flexible staffing model allow us
to efficiently lead projects ranging from middle market to large
company assignments.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ACASTI PHARMA IN  APO CN            3.3       (1.8)       2.3
ADVANCED EMISSIO  ADES US          92.5      (39.8)     (11.0)
ADVENT SOFTWARE   ADVS US         824.6     (114.8)    (202.7)
AK STEEL HLDG     AKS US        3,772.7     (181.0)     473.3
ALLIANCE HEALTHC  AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A    AMCX US       2,460.3     (680.1)     735.0
AMER AXLE & MFG   AXL US        3,008.7     (101.6)     345.2
AMR CORP          AAMRQ US     26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G  BERY US       5,045.0     (251.0)     550.0
BIOCRYST PHARM    BCRX US          46.9       (2.8)      24.1
BOSTON PIZZA R-U  BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V  DOO CN        1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO  BLDR US         505.5       (8.5)     188.3
CABLEVISION SY-A  CVC US        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI  CZR US       26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR  CALD US         123.1       (2.2)       2.8
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHOICE HOTELS     CHH US          562.7     (520.0)      75.1
CIENA CORP        CIEN US       1,693.3      (97.9)     744.0
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI      DAL US       45,772.0   (1,184.0)  (5,880.0)
DENDREON CORP     DNDN US         576.9     (100.5)     246.8
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIAMOND RESORTS   DRII US       1,053.8      (99.1)     674.4
DIRECTV           DTV US       20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA    DPZ US          468.8   (1,328.8)      73.7
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP         DYAX US          70.7      (37.0)      43.0
ESPERION THERAPE  ESPR US           5.3       (5.0)       2.4
EVERYWARE GLOBAL  EVRY US         340.7      (53.6)     134.8
FAIRPOINT COMMUN  FRP US        1,606.4     (400.5)      19.6
FAIRWAY GROUP HO  FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP     FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC   FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP   FST US        1,913.7      (67.4)    (129.4)
FREESCALE SEMICO  FSL US        3,129.0   (4,583.0)   1,235.0
GENCORP INC       GY US         1,411.1     (366.9)      27.9
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN  HDS US        6,459.0   (1,720.0)   1,199.0
HOVNANIAN ENT-A   HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         334.2      (27.8)     210.4
INFOR US INC      LWSN US       6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI  INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE US         1,505.7     (215.4)     (97.4)
JUST ENERGY GROU  JE CN         1,505.7     (215.4)     (97.4)
L BRANDS INC      LTD US        5,776.0     (994.0)     634.0
LIN MEDIA LLC     LIN US        1,221.8      (63.5)     (97.2)
LORILLARD INC     LO US         3,335.0   (1,855.0)   1,587.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO  MBII US          17.8      (45.1)     (21.6)
MDC PARTNERS-A    MDZ/A CN      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A    MDCA US       1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A   MEG US          739.6     (206.4)      30.6
MERITOR INC       MTOR US       2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        5,075.8     (148.2)      30.1
MORGANS HOTEL GR  MHGC US         580.7     (163.7)       9.9
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL     NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT  NKTR US         412.8      (40.5)     144.1
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
OMTHERA PHARMACE  OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         401.4       (1.3)     216.3
PHILIP MORRIS IN  PM US        37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR    PHMO11B BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         906.1     (343.4)     132.2
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         474.4      (42.0)      99.0
QUINTILES TRANSN  Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
REVLON INC-A      REV US        1,269.7     (632.4)     180.6
RITE AID CORP     RAD US        6,945.4   (2,357.5)   1,822.5
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SEQUENOM INC      SQNM US         192.8       (6.4)      88.3
SILVER SPRING NE  SSNI US         506.9      (86.7)      69.5
SUNESIS PHARMAC   SNSS US          50.6       (5.8)      15.3
SUNGAME CORP      SGMZ US           0.1       (1.3)      (1.4)
SUPERVALU INC     SVU US        4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS   TCO US        3,369.8     (191.4)       -
THRESHOLD PHARMA  THLD US         104.5      (25.2)      80.0
TOWN SPORTS INTE  CLUB US         414.5      (43.7)     (14.3)
ULTRA PETROLEUM   UPL US        2,062.9     (441.1)    (266.6)
UNISYS CORP       UIS US        2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD  VGR US        1,069.5     (129.5)     384.8
VENOCO INC        VQ US           695.2     (258.7)     (39.2)
VERISIGN INC      VRSN US       2,524.8     (273.9)     312.7
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,310.8   (1,561.1)     (84.7)
WEST CORP         WSTC US       3,462.1     (819.5)     338.0
WESTMORELAND COA  WLB US          933.6     (281.6)     (11.1)
XERIUM TECHNOLOG  XRM US          600.8      (35.1)     123.8
XOMA CORP         XOMA US          76.9      (16.9)      46.5
YRC WORLDWIDE IN  YRCW US       2,172.5     (641.5)     105.5



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***